Common use of Registration Not Required Clause in Contracts

Registration Not Required. The Investor shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 3 contracts

Samples: Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/)

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Registration Not Required. The Investor Holder shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities the Securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Nuvasive Inc), Intellectual Property Purchase Agreement (Nuvasive Inc), Intellectual Property Purchase Agreement (Nuvasive Inc)

Registration Not Required. The Investor shall have (i) notified ------------------------- the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 2 contracts

Samples: Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/)

Registration Not Required. The Such Investor shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 2 contracts

Samples: Promissory Note and Warrant Purchase Agreement (Discovery Partners International Inc), Promissory Note and Warrant Purchase Agreement (Discovery Partners International Inc)

Registration Not Required. The Each Investor shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Promissory Note and Warrant Purchase Agreement (Teraglobal Communications Corp)

Registration Not Required. The Such Investor shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions . No opinion of counsel will be required for transactions sales made pursuant to in accordance with Rule 144144 under the Act, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Promissory Note and Warrant Purchase Agreement (Digirad Corp)

Registration Not Required. The Each Investor shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Promissory Note and Warrant Purchase Agreement (Teraglobal Communications Corp)

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Registration Not Required. The Investor shall have (ia) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (iib) if reasonably requested by the Companycompany, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Secured Promissory Note Purchase Agreement (Applied Voice Recognition Inc /De/)

Registration Not Required. The Investor shall have (ia) notified ------------------------- the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (iib) if reasonably requested by the Companycompany, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Secured Promissory Note Purchase Agreement (Lernout & Hauspie Speech Products Nv)

Registration Not Required. The Investor Principals shall have (i) notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Digirad Corp)

Registration Not Required. The Such Investor shall have (ia) notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (iib) if reasonably requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities Securities under the Act; provided, however, that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.

Appears in 1 contract

Samples: Convertible Promissory Note Purchase Agreement (Medical Solutions Management Inc.)

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