Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.
Appears in 2 contracts
Sources: Share Purchase Agreement (Entrust Technologies Inc), Share Purchase Agreement (Entrust Technologies Inc)
Consideration Shares. 7.3.1. The SELLER Seller acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not and agrees that:
(a) engage no prospectus has been filed with any Governmental Authority in any activity for connection with the purpose ofacquisition and sale of the Consideration Shares, or which may reasonably be expected and the Seller is acquiring the Consideration Shares pursuant to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration prospectus requirements under Applicable Securities Laws and, as a consequence: (i) it is restricted from using most of the SECURITIES ACT civil remedies available under Applicable Securities Laws; (ii) it may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws; and (iii) the Buyer is availablerelieved of certain obligations that would otherwise apply under Applicable Securities Laws
(b) the Seller is acquiring the Consideration Shares as principal (as defined in Applicable Securities Laws) for its own account, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or and not for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. other person;
(bc) a written certification of the proposed transferee Seller understands and acknowledges that the Consideration Shares will be subject to certain resale restrictions under Applicable Securities Laws and the Corporate Placee Registration Form, if applicable, and the Seller agrees to comply with such transferee restrictions. The Seller also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (or any account for which such transferee is acquiring such CONSIDERATION SHARES) and the Buyer is not a U.S. person, that in any manner responsible) for complying with such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, restrictions; and
(cd) certificates and direct registration statements representing this Consideration Shares shall bear the following legends, subject to such amendment or changes as shall be approved by the Buyer or required under Applicable Securities Laws: BEFORE [the date which is four months and a written opinion of United States counsel, in form day after the Closing Date] UNTIL [the date which is four months and substance reasonably satisfactory to ENTRUST, to a day after the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.Closing Date]”.
Appears in 2 contracts
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) -32- Share Purchase Agreement -------------------------------------------------------------------------------- unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and
(c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.
Appears in 2 contracts
Sources: Share Purchase Agreement (Entrust Technologies Inc), Share Purchase Agreement (Entrust Technologies Inc)
Consideration Shares. 7.3.1In consideration for the sale, assignment, transfer and delivery of all of the Acquired Assets (other than the Inventory), at the Closing referred to in Section 4 hereof, the Buyer will issue to Seller a share certificate representing 285,000 Ordinary Shares, of Buyer, par value NIS 4.00 each, (the "CONSIDERATION SHARES") free and clear from any claims, liens, charges, pledges, security interests, encumbrances and any third party rights. The SELLER acknowledges that In addition to the consideration under Section 3.2 below, the issuance of said shares to the Seller shall be the sole consideration, monetary or otherwise, to be paid by the Buyer and/or to which the Seller may be entitled in connection with the transactions contemplated in this Agreement. Upon the consummation of the Closing, the Seller shall have no rights, of any nature, relating to or in connection with the Business and/or the Buyer, other than its holdings of the Consideration Shares and the rights attached to the Consideration Shares, as set out in the Buyer corporate documents. Notwithstanding the said, Seller shall be granted at the Closing a non revocable, free of any charge license to use the name Quasar Communication Systems Ltd. for the purposes of securing Seller's rights with respect to the Business and Acquired Assets accrued up and until the Closing Date and/or for the purposes of any legal proceedings to which the Seller is a party to on the Closing Date. Subject to the terms and restrictions specified herein, the Consideration Shares will be subject to an absolute "lock-up" for a period of one year following the CLOSING (Closing. Notwithstanding the "DISTRIBUTION COMPLIANCE PERIOD")above and subject to any applicable law, the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably Seller will be expected entitled to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES Consideration Shares or any interest therein are only transferable on the books and records part thereof to any of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer Seller's currently existing shareholders during the DISTRIBUTION COMPLIANCE PERIOD lock - up period provided that each transferee of any of the CONSIDERATION SHARES said Consideration Shares shall be subject to abovementioned lock-up provision and shall confirm in writing that he undertakes to comply with such restriction for the condition said one year period following the Closing. Furthermore, Seller and Seller's currently existing shareholders will be entitled to pledge the Consideration Shares or any part thereof to their creditor banks, provided that the SELLER must deliver each creditor bank will be subject to ENTRUST;
(a) written certification all restrictions and lock up period and provided rurther that neither record nor beneficial ownership upon receipt of the CONSIDERATION SHARES has been offered or sold in Consideration Shares by Seller, Seller undertake to pledge the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees Consideration Shares to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and
(c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, Bank Leumi subject to the effect that the offer, sale and transfer lifting of such CONSIDERATION SHARES are exempt from registration its floating charge on Seller's assets. The lock-up under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD this agreement is in accordance with the foregoing restrictions will continue addition to be deemed "restricted securities" under Rule 144 any restriction applied by operation of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.law.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bos Better Online Solutions LTD)
Consideration Shares. 7.3.1. 7.3.1 The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) -30- Share Purchase Agreement -------------------------------------------------------------------------------- engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. 7.3.2 Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and
(c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.S. -31- Share Purchase Agreement --------------------------------------------------------------------------------
Appears in 1 contract
Sources: Share Purchase Agreement (Entrust Technologies Inc)
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year At or as soon as reasonably practicable following the CLOSING Closing: Purchaser will instruct Computershare to deliver to the Sellers (or cause to be delivered) the "DISTRIBUTION COMPLIANCE PERIOD"Consideration Shares in the form of depositary receipt certificates in respect of the relevant Consideration Shares, with each Sellers’ name having been entered on the register of depositary receipts (as held by GTU Ops Inc., an affiliate of Computershare, or such other person as designated by Computershare) as the beneficial holder of the Consideration Shares to which such Seller is entitled (with such entitlement to be represented by the issue of depositary receipt certificates by Computershare), which certificates will be delivered directly to the SELLER shall not Sellers (a) engage in any activity for the purpose ofavoidance of doubt, or which may reasonably without any involvement by the Seller Representative). For the avoidance of doubt, legal title to the Consideration Shares initially will be expected held by GTU Ops Inc. and the certificates will bear the following legend restriction, in addition to have the effect of, conditioning the market a lock-up legend in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements respect of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) written certification that neither record nor evidencing beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and
(c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, Consideration Shares allocated to the effect that the offerLock-Up Sellers: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the AS AMENDED, OR ANY STATE SECURITIES ACT. Any CONSIDERATION SHARES offeredLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACTSOLD, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”
Appears in 1 contract
Consideration Shares. 7.3.115.1 The Vendors are acquiring the Consideration Shares issued hereunder for their own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof in whole or in part and no other person or entity has a direct or indirect beneficial interest in such Consideration Shares. The SELLER acknowledges Vendors do not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity with respect to any of such Consideration Shares.
15.2 The Vendors acknowledge that for a period the issuances of one year following the CLOSING Consideration Shares to them are intended to be exempt from registration under the Securities Act 1933, as amended (the "DISTRIBUTION COMPLIANCE PERIODSecurities Act"), by virtue of Section 4(2) of the SELLER shall Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Vendors further represent and warrant to the Purchaser as follows:
(i) the Vendors have the financial ability to bear the economic risk of their investment, have adequate means for providing for their current needs and personal contingencies and have no need for liquidity with respect to their investment in the Purchaser; and
(ii) the Vendors have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Consideration Shares.
15.3 The Vendors are each Accredited Investors, as that term is defined in Rule 501 of Regulation D under the Securities Act.
15.4 The Vendors are not (a) engage relying in any activity for statements or representations made by the purpose of, Purchaser or which may reasonably be expected any Affiliate (as such term is defined in Rule 405 promulgated under the Securities Act) thereof with respect to have the effect of, conditioning the market economic considerations involved in an investment in the United States for Consideration Shares, except to the CONSIDERATION SHARES extent that such statements or (b) unless such CONSIDERATION SHARES representations are made in the filings of Purchaser with the Securities and Exchange Commission..
15.5 The Vendors will not sell or otherwise transfer the Consideration Shares except in accordance with the terms of this Agreement. In addition, the Vendors will not sell or otherwise transfer the Consideration Shares without registration under the Securities Act or an exemption therefrom and the Vendors fully understand and agree that they must bear the economic risk of the acquisition thereof because, among other reasons, the Consideration Shares have not been registered under the SECURITIES ACT Securities Act or an under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or unless exemptions from such registration requirements are available. In particular, the Vendors are aware that the Consideration Shares are "restricted securities", as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Vendors also understand that as a material inducement to the Vendors to sell the Shares to the Purchaser, the Purchaser is under no obligation to register the Consideration Shares on their behalf or to assist the Vendors in complying with any exemption from the registration requirements of the SECURITIES ACT is available, offer, sell Securities Act or transfer the CONSIDERATION SHARES applicable securities laws other than as provided in the United States or to, or for the account or benefit of, a U.S. personthis Agreement. The SELLER understands Vendors further understand that the CONSIDERATION SHARES sales or any interest therein are only transferable on the books and records transfers of the transfer agent and registrar of ENTRUST. The SELLER Consideration Shares are further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with restricted by the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARESthis Agreement.
7.3.2. Unless 15.6 The Vendors understand and acknowledge that the CONSIDERATION SHARES certificates for the Consideration Shares shall first bear:
(1) a legend substantially as follows until (i) such securities shall have been registered under the Securities Act and effectively have been disposed of in accordance with an effective registration statement thereunder; or (ii) in the opinion of counsel for the Purchaser, such securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), any proposed offerAND THEY MAY NOT BE OFFERED, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW."
(a2) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by additional legend substantially as follows until the restrictions on re-sale set forth in this Agreement and REGULATION S during transfer under Clause 6.4, have expired: "THE SHARES EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN SHARE PUT AND CALL OPTION AGREEMENT DATED MARCH 28th, 2000 BY AND AMONG RSL COMMUNICATIONS, LTD. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ TRUSTEES (IOM) LIMITED." SCHEDULE 4 Provisions for the DISTRIBUTION COMPLIANCE PERIOD, and
(c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 Protection of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.Vendors
Appears in 1 contract
Sources: Put and Call Option Agreement (RSL Communications LTD)
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for The Consideration Shares constitute “restricted securities” under the purpose of, Securities Act and may not be transferred absent registration under the Securities Act or which may reasonably an exemption therefrom. Any such transfer shall be expected subject to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or compliance with applicable state securities Laws.
(b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES Each book-entry security entitlement representing any Consideration Shares (or any interest therein are only transferable on other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except Member in accordance with the provisions of REGULATION S, pursuant to registration under terms hereof shall bear the following legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT or pursuant to an available exemption from registrationOF 1933, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARESAS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the ” “THE SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, andOF THE ACT.”
(c) Notwithstanding the foregoing, prior to the Effectiveness Deadline, the Member may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144 (i) to an Affiliate of the Member or (ii) to any one or more partners, stockholders or members of the Member; provided, however, that (A) the Member shall give Buyer written opinion notice prior to the time of United States counselsuch transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, and (B) if reasonably requested by ▇▇▇▇▇, such transferee shall agree in writing, in form and substance reasonably satisfactory to ENTRUSTBuyer, to be bound by the effect that the offer, sale and provisions of this Section 2.9. Any such transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made shares pursuant to Rules 901 or 904 this Section 2.9(d) is referred to as a “Permitted Transfer,” and any such transferee of REGULATION S.shares pursuant to this Section 2.9(d) is referred to herein as a “Permitted Transferee.” Following the Effectiveness Deadline, the provisions of this Section 2.9(c) shall not apply.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (SunPower Inc.)
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for The Consideration Shares constitute “restricted securities” under the purpose of, Securities Act and may not be transferred absent registration under the Securities Act or which may reasonably an exemption therefrom. Any such transfer shall be expected subject to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or compliance with applicable state securities Laws.
(b) unless such CONSIDERATION SHARES are registered under Member undertakes not to conduct any short selling, enter into any equity swaps or any similar arrangements having an effect on the SECURITIES ACT or an exemption price of Parent’s securities on market place from the registration requirements date of this Agreement until and including the Closing Date. To ensure compliance with the restrictions imposed by this Agreement, Parent may issue appropriate “stop-transfer” instructions to its transfer agent. Parent shall not be required (i) to transfer on its books any Consideration Shares that have been sold or otherwise transferred in violation of any of the SECURITIES ACT is available, offer, sell provisions of this Agreement or transfer the CONSIDERATION SHARES in the United States or to(ii) to treat as owner of such Consideration Shares, or for to accord the account right to vote or benefit ofpay dividends, a U.S. person. The SELLER understands that the CONSIDERATION SHARES to any purchaser or other transferee to whom such Consideration Shares has been purportedly so transferred.
(c) Each book-entry security entitlement representing any Consideration Shares (or any interest therein are only transferable on other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except Member in accordance with the provisions of REGULATION Sterms hereof shall bear the following legends (or substantially similar legends, pursuant in addition to registration under any other legends required by law, the Parent’s Organizational Documents or any other agreement to which the Member is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT or pursuant to an available exemption from registrationOF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S OF THE ACT.”
(d) Notwithstanding the foregoing, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person;
(b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the further restrictions on re-sale set forth in this Agreement Section 2.4(g) and REGULATION S during Section 6.16, Member may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144(i) to an Affiliate of Member or (ii) to any one or more partners, stockholders or members of the DISTRIBUTION COMPLIANCE PERIODMember; provided, and
however, that (cA) a Member shall give Parent written opinion notice prior to the time of United States counselsuch transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, and (B) if reasonably requested by Parent, such transferee shall agree in writing, in form and substance reasonably satisfactory to ENTRUSTParent, to be bound by the effect that the offer, sale provisions of this Section 2.9 and Section 6.16. Any such transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made shares pursuant to Rules 901 or 904 this Section 2.9(d) is referred to as a “Permitted Transfer,” and any such transferee of REGULATION S.shares pursuant to this Section 2.9(d) is referred to herein as a “Permitted Transferee.”
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Complete Solaria, Inc.)
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD")24.1 At Completion, the SELLER Purchaser shall not (a) engage in any activity for issue the purpose of, or which may reasonably be expected to have the effect of, conditioning the market Consideration Shares in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements name of the SECURITIES ACT is availableVendor and deliver evidence of such issuance. Within 20 (twenty) Business Days of Completion, offer, sell the Vendor shall give one or transfer more sets of written instructions to the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent Purchaser with respect to certificates representing CONSIDERATION SHARESthe names of not more than 10 (ten) natural persons or entities to whom the Vendor shall transfer, either directly or through subsequent transfers, all of the Consideration Shares. The instructions will contain details of the number of Consideration Shares to be transferred, the name of the transferor and the name of the transferee. In addition, each of the transferees will execute and deliver such documents to allow counsel for the Purchaser to provide an opinion to the Transfer Agent for the transfers of the Consideration Shares to the transferees identified in the instruction letters.
7.3.2. Unless 24.2 Promptly (but in no event more than five (5) Business Days) after receipt by the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any Purchaser of the CONSIDERATION SHARES information set forth in Clause 24.1, the Purchaser shall be subject cause the Transfer Agent to take all actions necessary to register, in the official stock register maintained by the Transfer Agent, the ownership of the relevant Consideration Shares to the condition that relevant transferees as set out in the SELLER must deliver instructions.
24.3 The Guarantor warrants to ENTRUST;the Vendor that:
(a) written certification that neither record nor beneficial ownership the Guarantor is duly organized, validly existing, and in good standing under the laws of the CONSIDERATION SHARES has been offered or sold in the United States or toState of Delaware, or for the account or benefit of, any U.S. personU.S.A.;
(b) the Guarantor has all necessary organizational power and authority to enter into this Agreement, and each other Transaction Document to which it is a written certification of party, to carry out its obligations hereunder and thereunder, and to consummate the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) transactions contemplated hereby and that such transferee is knowledgeable of thereby. The execution and agrees to be bound delivery by the restrictions on re-sale set forth in Guarantor of this Agreement and REGULATION S during each other Transaction Document to which it is a party, the DISTRIBUTION COMPLIANCE PERIODperformance by the Guarantor of its obligations hereunder and thereunder, andand the consummation by the Guarantor of the transactions contemplated hereby and thereby have been duly authorized by all requisite organizational action on the part of the Guarantor. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by the Guarantor, and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a legal, valid, and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity);
(c) the execution, delivery, and performance by the Guarantor of this Agreement and each other Transaction Document to which it is a written opinion party, and the consummation of United States counselthe transactions contemplated hereby and thereby, do not and will not: (a) result in form and substance reasonably satisfactory to ENTRUST, a violation or breach of any provision of the organization documents of the Guarantor; (b) result in a violation or breach of any provision of any law or order of a Governmental Entity applicable to the Guarantor; or (c) require the consent, notice, or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which the Guarantor is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration, or failure to give notice would not have a material adverse effect that on the offerGuarantor's ability to consummate the transactions contemplated hereby. No consent, sale approval, Permit, order of a Governmental Entity, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Guarantor in connection with the execution and transfer delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, except such CONSIDERATION SHARES consents, approvals, Permits, orders of any Governmental Entity, declarations, filings, or notices which would not have a material adverse effect on the Guarantor's ability to consummate the transactions contemplated hereby and thereby; and
(d) the Consideration Shares are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offeredduly authorised and, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD when issued and paid for in accordance with this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances, other than transfer restrictions under applicable securities laws.
24.4 The Vendor warrants to the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of Guarantor that it is an “accredited investor” as set forth in the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.Securities Act.
Appears in 1 contract
Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES.
7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;
(a) The Vendor agrees that, during the period beginning on the Closing Date and ending on the date that is 12 months following the Closing Date (the “Lock-Up Period”), it will not, directly or indirectly, without the prior written certification that neither record nor beneficial ownership consent of the CONSIDERATION SHARES has been offered Purchaser, acting reasonably, sell, offer to sell, contract to offer or sold in sell, grant any option, right or warrant for the United States or tosale of, or for otherwise lend, hypothecate, secure, pledge, transfer, assign or dispose of any Consideration Shares, whether through the account facilities of a stock exchange, in a public offering or benefit ofby way of private placement or otherwise, or agree to do any U.S. person;of the foregoing or publicly announce any intention to do any of the foregoing.
(b) a written certification During the Lock-Up Period, the Vendor authorizes the Purchaser to cause any transfer agent for the Purchaser Shares to decline to transfer and to note stop transfer restrictions on the share registers and other records relating to the Consideration Shares.
(c) Subject to compliance with Section 7.18(a) during the Lock-Up Period, the Vendor agrees, during the period beginning on the Closing Date and ending on the date that is 36 months following the Closing Date, if it wishes to sell, transfer or assign any or all of the proposed transferee that such transferee Consideration Shares (each, a “Proposed Sale”), then:
(i) prior to conducting any sales, transfers or assignments of Consideration Shares or any account marketing efforts to sell, transfer or assign any Consideration Shares, the Vendor shall give written notice to the Purchaser of the Proposed Sale (the “Proposed Sale Notice”), which Proposed Sale Notice shall contain the minimum per Consideration Share sale price (which, for which certainty, may be made with reference to the market price of the Purchaser Shares at the time), the total number of Consideration Shares proposed to be sold, transferred or assigned pursuant to the Proposed Sale and any other relevant terms and conditions with respect to the sale of such transferee Consideration Shares;
(ii) the Purchaser shall have the right to name, by notice in writing to the Vendor (the “Purchaser Notice”) within (x) in the case of any Proposed Sale prior to the second anniversary of the Closing Date, 15 calendar days following delivery of the Proposed Sale Notice, and (y) in the case of any Proposed Sale on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date, five calendar days following delivery of the Proposed Sale Notice (the “Proposed Sale Period”), one or more purchasers (each a “Private Purchaser”) who shall not be (X) a direct competitor of the Vendor or its Affiliates, or (Y) a Person to whom the Vendor or its Affiliates are prohibited by Law from transacting with, and be capable of closing, and willing to close, the Proposed Sale within ten Business Days of the receipt of the Purchaser Notice by the Vendor on the terms and conditions contained in the Proposed Sale Notice;
(iii) if a Purchaser Notice is acquiring such CONSIDERATION SHARESdelivered by the Purchaser and the requirements set out in subparagraph (ii) are satisfied, the Vendor shall be required to complete the Proposed Sale with the Private Purchaser(s) on the terms and conditions contained in the Proposed Sale Notice.
(iv) If the Purchaser fails to identify a Private Purchaser within the Proposed Sale Period, the requirements of Section 7.18(c)(ii) are otherwise not satisfied or the sale or transfer specified in Section 7.18(c)(iii) is not a U.S. personcompleted within the ten Business Day period, then the Vendor may sell, transfer or assign the Consideration Shares that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account were the subject of the applicable Proposed Sale Notice on the same terms as set out in the Proposed Sale Notice, provided that if the Vendor does not complete the Proposed Sale (or an account over which he or she has investment discretionalternative disposition transaction) within 60 days of the date of the Proposed Sale Notice, the provisions of this Section 7.18(c) shall again apply.
(d) The restrictions in this Section 7.18 will not apply: (x) in respect of any transactions between the Vendor and an Affiliate, provided that prior to any such transferee is knowledgeable of and transfers to any Affiliate, the Affiliate agrees in writing to be bound by the restrictions on re-sale set forth covenants contained in this Agreement and REGULATION S during Section 7.18; or (y) to transfers pursuant to a bona fide third party take-over bid made to all shareholders of the DISTRIBUTION COMPLIANCE PERIODPurchaser or similar acquisition transaction (including an arrangement, andamalgamation or other corporate transaction) provided that in the event that the take-over bid or acquisition transaction is not completed, any Consideration Shares held by the Vendor shall remain subject to the restrictions contained in this Section 7.18.
(ce) a written opinion For greater certainty, the provisions of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to this Section 7.18 expressly survive the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.Closing.
Appears in 1 contract
Sources: Share Purchase and Sale Agreement