Common use of No Sale of Securities Clause in Contracts

No Sale of Securities. Each Investor hereby, severally but not jointly, covenants with the Company not to make any sale of the Securities without (i) complying with the provisions of this Agreement and (ii) satisfying the requirements of the Securities Act and the rules and regulations promulgated thereunder, including, without limitation, causing the prospectus delivery requirement under the Securities Act to be satisfied if the Investor is notified by the Company pursuant to Section 6.2(j) hereof that the conditions specified in Rule 172(c) of the Securities Act were not satisfied and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities. Each Investor acknowledges that there may occasionally be times when the Company determines that, subject to the limitations of Section 6.1, it must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC, an appropriate report has been filed by the Company with the SEC pursuant to the Exchange Act or until the Company has amended or supplemented such prospectus. Each Investor hereby, severally but not jointly, covenants that it will not sell any Securities pursuant to the Registration Statement during the period commencing at the time at which the Company gives each Investor written notice of any suspension of the use of the Registration Statement and ending at the time the Company gives each Investor written notice that each Investor may thereafter effect sales pursuant to the Registration Statement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)

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No Sale of Securities. Each Investor hereby, severally but not jointly, The Purchaser hereby covenants with the Company not to make any sale of the Securities (including any Warrant Shares) without (i) complying with the provisions of this Agreement Agreement, including Section 6.3 hereof, and (ii) satisfying the requirements of the Securities Act and the rules and regulations promulgated thereunder, including, without limitation, causing the prospectus delivery requirement under the Securities Act to be satisfied if the Investor Purchaser is notified by the Company pursuant to Section 6.2(j6.1(c) hereof that the conditions specified in Rule 172(c) of the Securities Act were not satisfied and, as a result thereof, the Investors Purchasers are required to deliver a Prospectus in connection with any disposition of Registrable Securities. Each Investor The Purchaser acknowledges that there may occasionally be times when the Company determines that, subject to the limitations of Section 6.16.3, it must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC, an appropriate report has been filed by the Company with the SEC pursuant to the Exchange Act or until the Company has amended or supplemented such prospectus. Each Investor hereby, severally but not jointly, The Purchaser hereby covenants that it will not sell any Securities (including any Warrant Shares) pursuant to the Registration Statement during the period commencing at the time at which the Company gives each Investor the Purchaser written notice of any suspension Suspension, as defined in Section 6.3, of the use of the Registration Statement and ending at the time the Company gives each Investor the Purchaser written notice that each Investor the Purchaser may thereafter effect sales pursuant to the Registration Statement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Icagen Inc)

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