Common use of Reissuance of Securities Clause in Contracts

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 and are registered or qualified or exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws; 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 (It&e International Group), Securities Purchase Agreement (It&e International Group)

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Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above Sections 3.9 and 3.10 hereof (i) at such time as: (a) as the holder thereof is permitted to dispose and disposes of such Securities pursuant to Rule 144(d) or Rule 144(k) under the Securities Act and are registered 1933 Act, in the opinion of counsel reasonably satisfactory to the Company, or qualified or exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws; or (bii) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act0000 Xxx. 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 all reasonably requested representations from the Subscriber and the selling Purchaser and 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 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 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 and are registered Act, or qualified or exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws; 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 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 and are registered Act; or qualified or exempt from registration or qualification under the registrationAcceris Communications Confidential Materials October 14, permit or qualification requirements of all applicable state securities laws; or2004 (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Upon request, 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 reasonably and customarily required 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 (Acceris Communications Inc)

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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 and are registered Act, or qualified or exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws; or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities ActAct 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 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 (Associated Automotive Group Inc)

Reissuance of Securities. The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above Sections 3.9 and 3.10 hereof (i) at such time as: (a) as the holder thereof is permitted to dispose and disposes of such Securities pursuant to Rule 144(d) or Rule 144(k) under the Securities Act and are registered 1933 Act, in the opinion of counsel reasonably satisfactory to the Company, or qualified or exempt from registration or qualification under the registration, permit or qualification requirements of all applicable state securities laws; or (bii) upon resale subject to an effective registration statement after such the Securities are registered under the Securities Act1000 Xxx. 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 all reasonably requested representations from the Subscriber and the selling Purchaser and broker, if any.

Appears in 1 contract

Samples: Subscription Agreement (Sys)

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