Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Harvard Apparatus Regenerative Technology, Inc.), Securities Purchase Agreement (Biostage, Inc.), Securities Purchase Agreement (Biostage, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 6 contracts
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.), Securities Purchase Agreement (Reviva Pharmaceuticals Holdings, Inc.), Securities Purchase Agreement (Eyegate Pharmaceuticals Inc)
Removal of Legends. (a) The Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Biostage, Inc.), Securities Purchase Agreement (Biostage, Inc.), Securities Purchase Agreement (Biostage, Inc.)
Removal of Legends. (a) The Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Shares other than pursuant to an effective registration statement or Rule 144a valid exemption from registration under the Act, to the Company or to an Affiliate of Purchaser each Investor or in connection with a pledge as contemplated in this Section 4.1(b), 7.5 the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (NuZee, Inc.), Securities Purchase Agreement (NuZee, Inc.), Securities Purchase Agreement (NuZee, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Warrant under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MAIA Biotechnology, Inc.), Securities Purchase Agreement (MAIA Biotechnology, Inc.), Securities Purchase Agreement (MAIA Biotechnology, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Removal of Legends. (a) The Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Inmune Bio, Inc.), Securities Purchase Agreement (Soligenix, Inc.)
Removal of Legends. (a) The Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities the Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company at its sole cost may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities securities under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sport Endurance, Inc.), Securities Purchase Agreement (Sport Endurance, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Xtant Medical Holdings, Inc.), Form of Securities Purchase Agreement (Opgen Inc)
Removal of Legends. (a) The Securities Warrants and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b)Purchaser, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall will be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Warrant under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company at its sole cost may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 1 contract
Removal of Legends. (a) The Securities Shares and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Shares or Warrant Shares other than pursuant to an effective registration statement with a current prospectus, or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b)Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel at the expense of the transferor, selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Shares under the Securities Act.
Appears in 1 contract
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Securities, as applicable, under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Palatin Technologies Inc)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities any Securities, or other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities security under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Midatech Pharma PLC)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(bβ4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Security under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.)
Removal of Legends. (a) The Securities Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities security under the Securities Act.
Appears in 1 contract
Samples: Share Purchase Agreement (Structure Therapeutics Inc.)
Removal of Legends. (a) The Securities Warrants, Warrant ADSs and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities Warrants, Warrant ADSs or Warrant Shares to the Company or to the Holder other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an a customary opinion of counsel selected by the transferor and reasonably acceptable to the Companytransferor, the form and substance of which opinion shall be reasonably satisfactory to the CompanyCompany and the Depository, to the effect that such transfer does not require registration of such transferred Securities Warrant under the Securities Act.
Appears in 1 contract
Samples: CollPlant Biotechnologies LTD
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Warrant under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (XTL Biopharmaceuticals LTD)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of any Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company at its sole cost may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Whenever legally possible a blanket opinion shall be issued upon issuance of Conversion Shares and/or Warrant Shares.
Appears in 1 contract
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company at the cost of the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Computing Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of Purchaser or in connection with a pledge as contemplated in Section 4.1(b4.1(c), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (EnerJex Resources, Inc.)
Removal of Legends. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities Security under the Securities Act.
Appears in 1 contract
Samples: Unit Purchase Agreement (ASLAN Pharmaceuticals LTD)