Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as: (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 45 contracts
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (American Water Star Inc), Securities Purchase Agreement (Clinical Data Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 28 contracts
Samples: Securities Purchase Agreement (Innovative Companies Inc), Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Innovative Companies Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 26 contracts
Samples: Securities Purchase Agreement (Numerex Corp /Pa/), Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Axesstel Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 21 contracts
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc), Note and Warrant Purchase Agreement (Biovest International Inc), Securities Purchase Agreement (Modtech Holdings Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Vertex Interactive Inc), Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (One Voice Technologies Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations certifications from the Subscriber and selling Purchaser and broker, if any.
Appears in 8 contracts
Samples: Subscription Agreement (Bikers Dream Inc), Subscription Agreement (Recovery Network Inc), Subscription Agreement (Kaleidoscope Media Group Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the Subscriber and selling Purchaser and broker, if any.
Appears in 7 contracts
Samples: Subscription Agreement (Icoa Inc), Subscription Agreement (Endovasc LTD Inc), Subscription Agreement (Cambio Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities 1933 Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act0000 Xxx. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and and, subject to satisfaction of all requirements of such rules, to provide legal opinions or such transfer agent instructions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Purchasers in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and the broker, if any.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Friendlyway CORP), Securities Purchase Agreement (Corgenix Medical Corp/Co)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities Warrant Shares without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities Warrant Shares pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities Warrant Shares are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any, including (without limitation) the representations required by applicable law.
Appears in 4 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (TRUEYOU.COM), Securities Purchase Agreement (TRUEYOU.COM)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Equifin Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities 1933 Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act0000 Xxx. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions or such transfer agent instructions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Purchasers in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser applicable Purchasers and broker, if any.
Appears in 3 contracts
Samples: Securities Purchase Agreement (General Environmental Management, Inc), Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Retail Pro, Inc.)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose has disposed of such Securities pursuant to Rule 144(k) an exemption from registration under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after if such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any, and all factual conditions that would be required to render such opinions have been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Coach Industries Group Inc), Securities Purchase Agreement (Coach Industries Group Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
(ai) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(bii) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Smart Move, Inc.), Note and Warrant Purchase Agreement (Smart Move, Inc.)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser (and legal opinions, if customary and requested), and broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)
Reissuance of Securities. The Company agrees to reissue undertake to have certificates reissued representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Iwt Tesoro Corp), Securities Purchase Agreement (Iwt Tesoro Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.12 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ophthalmic Imaging Systems), Securities Purchase Agreement (Ophthalmic Imaging Systems)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.. 6.14
Appears in 2 contracts
Samples: Securities Purchase Agreement (Global Sports & Entertainment Inc/), Securities Purchase Agreement (Path 1 Network Technologies Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities Shares without the legends set forth in Section 5.8 above at such time as:
(ai) the holder thereof is permitted to dispose of such Securities Shares pursuant to Rule 144(k) 144 under the Securities Act; or
(bii) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) 144 and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue ------------------------ certificates representing the Securities without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the Subscriber and selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide furnish legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations certifications from the Subscriber and selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
: (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) 144 and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ventures National Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if anyany and all factual conditions and documentation that may be required solely on the part of the Purchaser shall otherwise be satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windswept Environmental Group Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5. 7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities 1933 Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act0000 Xxx. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and and, subject to satisfaction of all requirements of such rules, to provide legal opinions or such transfer agent instructions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) : the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) or upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 Sections 6.7 and 6.8 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities Company Shares without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations certifications from the Subscriber and selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.10 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide obtain legal opinions necessary to allow required by the applicable transfer agent in connection with such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Locateplus Holdings Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities Shares without the legends set forth in Section 5.8 above at such time as:
(a) the The holder thereof is permitted to dispose of such Securities Shares pursuant to Rule 144(k) 144 under the Securities ActAct or any other applicable law or regulation; or
(b) upon Upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Investor in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser Investor and its broker, if any.
Appears in 1 contract
Samples: Share Purchase Agreement (Bos Better Online Solutions LTD)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) : the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) or upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Purchasers in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser applicable Purchasers and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Micro Component Technology Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered for resale under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement Registration Statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser an Investor in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser Investor and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.9 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tidel Technologies Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) 144 and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ventures National Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.6 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trimedia Entertainment Group Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities ActAct or any other applicable exemption; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Perfisans Holdings Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 0 above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement Registration Statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser an Investor in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser Investor and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 Sections 1(e) and 1(f) above at such time as:
as (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k) provided the sale or proposed sale complies with same, and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the Subscriber and selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 5.7 above at such time as:
as (a) the holder thereof is permitted to dispose has disposed of such Securities pursuant to Rule 144(k) an exemption from registration under the Securities Act; or
, or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any. The Purchaser covenants to comply with applicable prospectus delivery requirements.
Appears in 1 contract
Samples: Securities Purchase Agreement (Implant Sciences Corp)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser Purchasers in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bio Key International Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:
(a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or
(b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) 144 and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.
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Samples: Securities Purchase Agreement (AGU Entertainment Corp.)