Common use of No Transferability Clause in Contracts

No Transferability. Seller understands that: (a) subject to Section 6.6, the Purchase Price Shares shall not be transferable in the absence of registration under the Securities Act or an exemption therefrom (b) CIC shall provide stop transfer instructions to its transfer agent with respect to the Purchase Price Shares in order to enforce the restrictions contained in this Section 4.26; and (c) each certificate representing the Purchase Price Shares shall be in the name of Seller or a Subsequent Purchaser and shall bear substantially the following legends (in addition to any legends required pursuant to a Related Agreement or under applicable securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED DIRECTLY OR INDIRECTLY FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF IN ANY MANNER (A "TRANSFER") UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE ACT OR ANY OTHER APPLICABLE SECURITIES LAW." Buyer shall cause the legend contained in this Section 4.26 to be removed from a stock certificate promptly after the receipt by the Company's transfer agent of a certificate of Seller or a Subsequent Purchaser, whichever the case may be, certifying that the sale of the Purchase Price Shares shall be consummated in accordance with an effective Registration Statement and the requirement of delivering a current prospectus of CIC in connection with such sale. Notwithstanding the foregoing, such Shares must be held by Sellers and Subsequent Purchaser in certificated form until all restrictive legends required by applicable law may be removed in accordance with applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Communication Intelligence Corp)

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No Transferability. Seller Investor understands that: (a) subject to Section 6.6, neither the Purchase Price Shares nor the Warrant shall not be transferable in the absence of registration under the Securities Act or an exemption therefrom or in the absence of compliance with any term of this Subscription Agreement; (b) CIC the Company shall provide stop transfer instructions to its transfer agent with respect to the Purchase Price Shares and the Warrant in order to enforce the restrictions contained in this Section 4.265.4; and (c) each certificate representing the Purchase Price Shares shall be in the name of Seller or a Subsequent Purchaser Investor and shall bear substantially the following legends (in addition to any legends required pursuant to a Related Agreement or under applicable securities laws): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ACQUIRED DIRECTLY OR INDIRECTLY FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER APPLICABLE SECURITIES LAWSJURISDICTION, AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT ONLY BE SOLD, PLEDGED, TRANSFERRED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY MANNER (A "TRANSFER") UNLESS THEY ARE BY AN INVESTOR IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE ACT OR ANY OTHER APPLICABLE SECURITIES LAWEXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." Buyer shall cause the The legend contained in this Section 4.26 to 5.4 may be removed from a stock certificate promptly after the immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of Seller or a Subsequent PurchaserAppendix II attached hereto and such other documentation as the Company's transfer agent may routinely require, whichever the case may beincluding, certifying that the sale but not limited to, an opinion of the Purchase Price Shares shall be consummated in accordance with an effective Registration Statement and the requirement of delivering a current prospectus of CIC in connection with such salecounsel. Notwithstanding the foregoing, such Shares must be held by Sellers and Subsequent Purchaser in certificated form until all restrictive legends required by applicable law may be removed such Shares have been sold in accordance with applicable lawthe provisions of Appendix II attached hereto.

Appears in 1 contract

Samples: Agreement (Interplay Entertainment Corp)

No Transferability. Seller The Investor understands thatthat unless there is a registration statement in effect regarding the Shares: (a) subject to Section 6.6, neither the Purchase Price Shares nor the Warrant shall not be transferable in the absence of registration under the Securities Act or an exemption therefrom or in the absence of compliance with any term of this Subscription Agreement; (b) CIC the Company shall provide stop transfer instructions to its transfer agent with respect to the Purchase Price Shares and the Warrant in order to enforce the restrictions contained in this Section 4.265.4; and (c) each certificate representing the Purchase Price Shares shall be in the name of Seller or a Subsequent Purchaser Investor and shall bear substantially the following legends (in addition to any legends required pursuant to a Related Agreement or under applicable securities laws): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ACQUIRED DIRECTLY OR INDIRECTLY FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER APPLICABLE SECURITIES LAWSJURISDICTION, AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT ONLY BE SOLD, PLEDGED, TRANSFERRED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY MANNER (A "TRANSFER") UNLESS THEY ARE BY AN INVESTOR IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE ACT OR ANY OTHER APPLICABLE SECURITIES LAWEXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." Buyer shall cause Upon the effectiveness of a registration statement covering the Shares, the legend contained in this Section 4.26 to 5.4 and all other transfer restrictions on the Shares shall be removed from a stock certificate promptly within five (5) business days after the receipt by legended certificate for the Shares is presented to the Company's transfer agent of a certificate of Seller or a Subsequent Purchaser, whichever the case may be, certifying that the sale of the Purchase Price Shares shall be consummated in accordance with an effective Registration Statement and the requirement of delivering a current prospectus of CIC in connection with such sale. Notwithstanding the foregoing, such Shares must be held by Sellers and Subsequent Purchaser in certificated form until all restrictive legends required by applicable law may be removed in accordance with applicable lawagent.

Appears in 1 contract

Samples: Trikon Technologies Inc

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No Transferability. Seller Subscriber understands that: (a) subject to Section 6.6, the Purchase Price Shares Units and the underlying shares of common stock shall not be transferable in the absence of registration under the Securities Act and applicable Blue Sky laws or an exemption therefrom or in the absence of compliance with any term of this Agreement; (b) CIC the Company shall provide stop transfer instructions to its transfer agent with respect to the Purchase Price Shares and the Warrant Shares in order to enforce the restrictions contained in this Section 4.265.4; and (c) each certificate representing the Purchase Price Shares and Warrant Shares shall be in the name of Seller or a Subsequent Purchaser Subscriber and shall bear substantially the following legends (in addition to any legends required pursuant to a Related Agreement or under applicable securities laws): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ACQUIRED DIRECTLY OR INDIRECTLY FROM THE ISSUER WITHOUT BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER APPLICABLE SECURITIES LAWSJURISDICTION, AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT ONLY BE SOLD, PLEDGED, TRANSFERRED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF IN ANY MANNER (A "TRANSFER") UNLESS THEY ARE BY AN SUBSCRIBER IF SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER IS ACCOMPANIED BY A FAVORABLE OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT THE TRANSFER WILL NOT RESULT IN A VIOLATION OF THE ACT OR ANY OTHER APPLICABLE SECURITIES LAWEXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE." Buyer shall cause the The legend contained in this Section 4.26 to 5.4 may be removed from a stock certificate promptly after representing the Shares immediately upon receipt by the Company's transfer agent of a certificate substantially in the form of Seller or a Subsequent PurchaserAPPENDIX III attached hereto and such other documentation as the transfer agent may routinely require, whichever the case may beincluding, certifying that the sale but not limited to, an opinion of the Purchase Price Shares shall be consummated in accordance with an effective Registration Statement and the requirement of delivering a current prospectus of CIC in connection with such salecounsel. Notwithstanding the foregoing, such Shares and Warrant Shares must be held by Sellers and Subsequent Purchaser in certificated form until all restrictive legends required by applicable law may be removed such shares have been sold in accordance with applicable lawthe provisions of APPENDIX III attached hereto.

Appears in 1 contract

Samples: Agreement (NTN Communications Inc)

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