Common use of No Transfer; Opinion of Counsel Clause in Contracts

No Transfer; Opinion of Counsel. The Subscriber acknowledges that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, the Subscriber acknowledges and agrees that it shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

Appears in 12 contracts

Samples: Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc), Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc), Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc)

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No Transfer; Opinion of Counsel. The Subscriber acknowledges You acknowledge that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities laws, the Subscriber acknowledges You acknowledge and agrees agree that it You shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

Appears in 3 contracts

Samples: Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.), Merchant Acquisition Agreement (Noble Vici Group, Inc.)

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No Transfer; Opinion of Counsel. The Subscriber acknowledges that there are restrictions on the transferability of the Shares. Since the Shares are not registered under the Securities Act or applicable state securities Exchange laws, the Subscriber acknowledges and agrees that it shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless the Company shall first have been provided with an opinion of counsel acceptable to the Company that such sale is exempt from such registration under the Securities Act and any applicable state securities laws.

Appears in 2 contracts

Samples: Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc), Subscription Agreement (PRIME GLOBAL CAPITAL GROUP Inc)

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