Common use of Reoffers and Resales Clause in Contracts

Reoffers and Resales. The Buyer will not offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities unless registered under the 1933 Act, pursuant to an exemption from registration under the 1933 Act or in a transaction not requiring registration under the 1933 Act; provided, however, that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities prohibited hereby, and in effecting any pledge of Securities the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 3(c); provided, further, however, the Buyer acknowledges that in connection with any sale, transfer or assignment by the pledgee of such Securities, such pledgee may be required by applicable law to make such sale, transfer or assignment in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.

Appears in 6 contracts

Samples: Note Purchase Agreement (Emagin Corp), Note Purchase Agreement (Emagin Corp), Note Purchase Agreement (Emagin Corp)

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Reoffers and Resales. The A Buyer will not not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities unless registered under the 1933 Act, pursuant to an exemption from registration under the 1933 Act or in a transaction not requiring registration under the 1933 Act; , provided, however, however that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities prohibited herebyhereunder, and in no Buyer effecting any a pledge of Securities the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 3(c); provided, further, however, the Buyer acknowledges further that in connection with order to make any sale, transfer or assignment by the pledgee of such Securities, such Buyer and its pledgee may be required by applicable law to shall make such sale, transfer or assignment disposition in accordance with, with or pursuant to a registration statement or an exemption under, under the 1933 Act.;

Appears in 3 contracts

Samples: Subscription Agreement (Dwango North America Corp), Subscription Agreement (Dwango North America Corp), Subscription Agreement (Dwango North America Corp)

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