Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 37 contracts
Samples: Option and License Agreement, Securities Purchase Agreement (Sapinda Asia LTD), Rights Agreement (Zeltiq Aesthetics Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless (1) either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities ActAct and (2) such actions are in compliance with applicable state securities laws.
Appears in 6 contracts
Samples: Series D Preferred Stock Purchase Agreement (Arrowpoint Communications Inc), Preferred Stock Purchase Agreement (Sonus Networks Inc), Series C Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company Corporation first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyCorporation, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 5 contracts
Samples: License Agreement, Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc), Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Regen Biologics Inc), Convertible Preferred Stock Purchase Agreement (Regen Biologics Inc), Convertible Preferred Stock Purchase Agreement (Regen Biologics Inc)
Requirements for Transfer. (a) Restricted This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: A Warrant (Market Central Inc), Preferred Stock Warrant (Market Central Inc), Refocus Group Inc
Requirements for Transfer. (a) The Purchaser acknowledges and agrees that the Restricted Shares shall not be sold or transferred unless either (ia) they first shall have been registered under the Securities Act, Act or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Subscription, Sale and Purchase Agreement (NxStage Medical, Inc.), Stock Purchase Agreement (Aspect Medical Systems Inc), Stock Purchase Agreement (Aspect Medical Systems Inc)
Requirements for Transfer. (a) Restricted This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Phototron Holdings, Inc.), Common Stock Purchase Warrant (Phototron Holdings, Inc.), Common Stock Purchase Warrant (Panda Ethanol, Inc.)
Requirements for Transfer. (ai) Restricted Shares This Warrant and the Warrant Units shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company Partnership first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyPartnership, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Purchase Agreement (Summit Midstream Partners, LP), Purchase Agreement (Summit Midstream Partners, LP)
Requirements for Transfer. (a) Restricted Shares Securities shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Celgene Corp /De/), Securities Purchase Agreement (Pharmion Corp), Note Purchase Agreement (North American Scientific Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nibiru Capital Management Ltd.), Form of Securities Purchase Agreement (Wireless Age Communications Inc), Securities Purchase Agreement (Infinity Capital Group Inc)
Requirements for Transfer. (a) Restricted a. This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Cahill Edward L, Jacobs Jay Inc
Requirements for Transfer. (a) Restricted Shares Securities shall not be ------------------------- sold or transferred unless either (i) they first shall have been registered under the Securities Act, (ii) they are transferred to an affiliate in a transaction that is exempt from the registration requirements of the Securities Act, or (iiiii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer (to persons other than affiliates) is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Prime Response (Prime Response Group Inc/De), Prime Response (Prime Response Inc/De)
Requirements for Transfer. (ai) Restricted The Shares shall not be sold or transferred unless either (ia) they such sale or transfer first shall have been registered under the Securities Act, or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Deja Com Inc), Preferred Stock Purchase Agreement (Deja Com Inc)
Requirements for Transfer. (a) Restricted This Warrant, the Warrant Shares and any shares of Common Stock issued upon conversion of the Warrant Shares or of this Warrant (collectively, the "Securities") shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Nextgen Fund Ii LLC, Ixata Group Inc
Requirements for Transfer. (a) i. Restricted Shares Securities shall not be sold or transferred unless either (ia) they first shall have been registered under the Securities Act, or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Corechange Inc), Preferred Stock Purchase Agreement (Corechange Inc)
Requirements for Transfer. (a) Restricted This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Switchboard Inc, Transcend Therapeutics Inc
Requirements for Transfer. (a) Restricted Shares shall not be sold sold, pledged, hypothecated or otherwise disposed of or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Netrix Corp), Common Stock Purchase Agreement (Netrix Corp)
Requirements for Transfer. (ai) Restricted The Closing Shares shall not be sold or transferred unless either (ia) they first shall have been registered under the Securities Act, Act or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Eventures Group Inc), Securities Purchase Agreement (Eventures Group Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Art Technology Group Inc), Series D Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold ------------------------- or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Secured Note Purchase Agreement (Switchboard Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Celgene European Investment Co LLC)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (iI) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Enterworks Inc)
Requirements for Transfer. (a) Restricted This Warrant may only be transferred to the extent permitted by Section 9(b). The Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counselopinion, reasonably in form and substance satisfactory to the Company, of legal counsel satisfactory to the Company to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) i). Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company Compound first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyCompound, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Master Security Agreement (Adnexus Therapeutics, Inc.)
Requirements for Transfer. (a) Subject to the repurchase provisions of Section 3 hereof, Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (ai) Restricted Shares shall not be sold or transferred unless either (iA) they first shall have been registered under the Securities Act, or (iiB) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Chyron Corp
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, ; or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Intelligent Systems Corp)
Requirements for Transfer. (ai) Restricted Shares or Warrants shall not be sold or transferred unless either (ia) they first shall have been registered under the Securities Act, or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) such Restricted Shares are eligible for sale under Rule 144(b)(1)(ii) under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Celgene European Investment Co LLC)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) at the Company request of XXXXX, XXXXX first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyCURIS, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted Shares Securities shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Mooney Aerospace Group LTD)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, counsel or other written evidence reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Baycorp Holdings LTD)
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company Parent first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyParent, to the effect that such sale or transfer is exempt from the registration requirements of the Securities ActAct .
Appears in 1 contract
Requirements for Transfer. (ai) Restricted The Shares, Series B Warrants or Warrant Shares shall not be sold or transferred unless either (ia) they such sale or transfer first shall have been registered under the Securities Act, or (iib) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Energy Partners LTD
Requirements for Transfer. (a) Restricted Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hie Inc)
Requirements for Transfer. (a) Restricted Shares shall not be sold or ------------------------- transferred unless either (i) they first shall have been registered under the Securities Act, Act or (ii) the Company Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyBuyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Requirements for Transfer. (a) Restricted Shares Stock shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
