Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Sections 3.9 and 3.10 hereof (i) at such time as the holder thereof is permitted to and disposes of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Act, in the opinion of counsel reasonably satisfactory to the Company, or (ii) upon resale subject to an effective registration statement after the Securities are registered under the 0000 Xxx. The Company agrees to cooperate with the Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k), provided the Company and its counsel receive all reasonably requested representations from the Subscriber and the selling broker, if any.
Appears in 2 contracts
Samples: Subscription Agreement (Sys), Subscription Agreement (Sys)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Sections 3.9 and 3.10 hereof (i) Section 5.8 above at such time as as:
(a) the holder thereof is permitted to and disposes dispose of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 ActSecurities Act and are registered or qualified or exempt from registration or qualification under the registration, in the opinion permit or qualification requirements of counsel reasonably satisfactory to the Company, or all applicable state securities laws; or
(iib) upon resale subject to an effective registration statement after the such Securities are registered under the 0000 XxxSecurities Act. The Company agrees to cooperate with the Subscriber 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 all reasonably requested representations from the Subscriber selling Purchaser and the selling broker, if any.
Appears in 2 contracts
Samples: Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (It&e International Group)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Sections 3.9 and 3.10 hereof (i) at such time as the holder thereof is permitted to and disposes of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Act, in the opinion of counsel reasonably satisfactory to the Company, or (ii) upon resale subject to an effective registration statement after the Securities are registered under the 0000 1000 Xxx. The Company agrees to cooperate with the Subscriber in connection with all resales pursuant to Rule 144(d) and Rule 144(k), provided the Company and its counsel receive all reasonably requested representations from the Subscriber and the selling broker, if any.
Appears in 1 contract
Samples: Subscription Agreement (Sys)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Sections 3.9 and 3.10 hereof (i) Section 5.7 above at such time as (a) the holder thereof is permitted to and disposes dispose of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Securities Act, in the opinion of counsel reasonably satisfactory to the Company, or (iib) upon resale subject to an effective registration statement after the such Securities are registered under the 0000 XxxSecurities Act and provided the Purchaser complies with the applicable prospectus delivery requirements and the registration statement is in full force and effect. The Company agrees to cooperate with the Subscriber 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 all reasonably requested representations from the Subscriber selling Purchaser and the selling broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Associated Automotive Group Inc)
Reissuance of Securities. The Company agrees to reissue certificates representing the Securities shares of Common Stock issuable upon conversion of the Purchaser Notes and the PO Note and upon exercise of the Warrant without the legends set forth in Sections 3.9 and 3.10 hereof (i) Section 5.9 above at such time as (a) the holder thereof is permitted to and disposes dispose of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Securities Act, in the opinion of counsel reasonably satisfactory to the Company, or (iib) upon resale subject to an effective registration statement after the such Securities are registered under the 0000 XxxSecurities Act. The Company agrees to cooperate with the Subscriber 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 all reasonably requested representations from the Subscriber selling Purchaser and the selling 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 Sections 3.9 and 3.10 hereof (i) Section 5.8 above at such time as as:
(a) the holder thereof is permitted to and disposes dispose of such Securities pursuant to Rule 144(d) or Rule 144(k) under the 1933 Securities Act; or Acceris Communications Confidential Materials October 14, in the opinion of counsel reasonably satisfactory to the Company, or 2004
(iib) upon resale subject to an effective registration statement after the such Securities are registered under the 0000 XxxSecurities Act. The Upon request, the Company agrees to cooperate with the Subscriber Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k), ) and provide legal opinions reasonably and customarily required to allow such resales provided the Company and its counsel receive all reasonably requested representations from the Subscriber selling Purchaser and the selling broker, if any.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acceris Communications Inc)