Common use of Non-Transferrable Clause in Contracts

Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Appears in 17 contracts

Samples: Securities Purchase Agreement (CISO Global, Inc.), Securities Purchase Agreement (Celularity Inc), Securities Purchase Agreement (1847 Holdings LLC)

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Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, ; (ii) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions, ; and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Cetus Capital Acquisition Corp.), Securities Purchase Agreement (Mitesco, Inc.), Securities Purchase Agreement (Mitesco, Inc.)

Non-Transferrable. Such The Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Notes or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Notes under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates representing the Securities Notes will bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities Notes except upon compliance with the foregoing restrictions.

Appears in 4 contracts

Samples: Note Purchase Agreement (iSpecimen Inc.), Securities Purchase Agreement (Advent Technologies Holdings, Inc.), Securities Purchase Agreement (Qualigen Therapeutics, Inc.)

Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or Underlying Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, ; (ii) that the certificates representing the Securities and Underlying Securities will bear a legend making reference to the foregoing restrictions, ; and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities and Underlying Securities except upon compliance with the foregoing restrictions.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Trio Petroleum Corp.), Securities Purchase Agreement (Paid Inc), Securities Purchase Agreement (Digital Brands Group, Inc.)

Non-Transferrable. Such Investor agrees: (iA) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, ; (iiB) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions, ; and (iiiC) that the Company and its Affiliates affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intrinsic Medicine, Inc.)

Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or Underlying Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, ; (ii) that the certificates representing the Securities and Underlying Securities will bear a legend making reference to the foregoing restrictions, ; and (iii) that the Company and its Affiliates affiliates shall not be required to give effect to any purported transfer of such Securities and Underlying Securities except upon compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vocodia Holdings Corp)

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Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or Underlying Securities or any interest therein, or make m ake any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, ; (ii) that the certificates representing the Securities and Underlying Securities will bear a legend making reference to the foregoing restrictions, ; and (iii) that the Company and its Affiliates affiliates shall not be required to give effect to any purported transfer of such Securities and Underlying Securities except upon compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vocodia Holdings Corp)

Non-Transferrable. Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Notes or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Notes under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates representing the Securities Notes will bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities Notes except upon compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Inspire Veterinary Partners, Inc.)

Non-Transferrable. Such The Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities Note or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities Notes under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws, (ii) that the certificates certificate(s) representing the Securities Note(s) will bear a legend making reference to the foregoing restrictions, and (iii) that the Company and its Affiliates shall not be required to give effect to any purported transfer of such Securities Note(s) except upon compliance with the foregoing restrictions.

Appears in 1 contract

Samples: Note Purchase Agreement (Alternus Clean Energy, Inc.)

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