Common use of Reissuance of Securities Clause in Contracts

Reissuance of Securities. The Company agrees to reissue certificates representing the Warrant Shares without the legends set forth in Sections 5(e) and 5(f) above at such time as (a) the holder thereof is permitted to and disposes of the Securities pursuant to Rule 144(d) and/or Rule 144(k) under the 1933 Act in the opinion of counsel reasonably satisfactory to the Company, or (b) upon resale subject to an effective registration statement after the Shares and the Warrant Shares are registered under the 1933 Act. The Company agrees to cooperate with each Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions at the Company’s expense necessary to allow such resales provided the Company and its counsel receive reasonably requested written representations from each Purchaser and selling broker, if any.

Appears in 2 contracts

Samples: Note Purchase and Warrant Agreement (AskMeNow,Inc.), Note and Warrant Purchase Agreement (Global Realty Development Corp)

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Reissuance of Securities. The Company agrees to reissue certificates representing the Warrant Conversion Shares without the legends set forth in Sections 5(e5(j) and 5(f5(k) above above, (a) at such time as (a) the holder thereof is permitted to and disposes dispose of the Securities without volume or manner of sale restrictions pursuant to Rule 144(d) and/or Rule 144(k) 144 under the 1933 Act in the opinion of counsel reasonably satisfactory to the Company, or (b) upon resale subject to an effective registration statement after the Shares resale of the shares of Common Stock underlying the Preferred Stock and the Warrant Shares are Warrants is registered under the 1933 Act. The Company agrees to cooperate with each Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) 144 and Rule 144(k) and to provide legal opinions at the Company’s expense necessary to allow such resales provided the Company and its counsel receive reasonably requested written representations from each Purchaser Subscriber and its selling broker, if any.

Appears in 1 contract

Samples: Subscription Agreement (SignPath Pharma, Inc.)

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Reissuance of Securities. The Company agrees to reissue certificates representing the Warrant Underlying Shares without the legends set forth in Sections 5(e5(j) and 5(f5(k) above above, (a) at such time as (a) the holder thereof is permitted to and disposes dispose of the Securities without volume or manner of sale restrictions pursuant to Rule 144(d) and/or Rule 144(k) 144 under the 1933 Act in the opinion of counsel reasonably satisfactory to the Company, or (b) upon resale subject to an effective registration statement after the Shares resale of the shares of Common Stock and Common Stock underlying the Warrant Shares are Warrants is registered under the 1933 Act. The Company agrees to cooperate with each Purchaser Subscriber in connection with all resales pursuant to Rule 144(d) 144 and Rule 144(k) and to provide legal opinions at the Company’s expense necessary to allow such resales provided the Company and its counsel receive reasonably requested written representations from each Purchaser Subscriber and its selling broker, if any.

Appears in 1 contract

Samples: Subscription Agreement (SignPath Pharma, Inc.)

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