Requirements for Transfer. 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 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. 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 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 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 3 contracts
Samples: Securities Purchase Agreement (Nibiru Capital Management Ltd.), Securities Purchase Agreement (Infinity Capital Group Inc), Securities Purchase Agreement (Wireless Age Communications Inc)
Requirements for Transfer. 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 3 contracts
Samples: Preferred Stock Purchase Agreement (Edison Schools Inc), 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 Securities 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.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer by the Purchaser to an affiliate (as such term is defined in the Securities Act) of the Purchaser.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Pharmion Corp), Securities Purchase Agreement (Celgene Corp /De/)
Requirements for Transfer. Restricted Shares Securities shall not be ------------------------- sold or transferred unless either (i) they first shall have been registered under the Securities Act 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: Warrant Purchase Agreement (Prime Response Inc/De), Warrant Purchase Agreement (Prime Response Group Inc/De)
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.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for a transfer made in accordance with Rule 144 under the Securities Act.
Appears in 1 contract
Samples: Series J Convertible Preferred Stock Purchase Agreement (Viacell 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.
(b) Notwithstanding the foregoing, no such sale or transfer shall be permitted unless such sale or transfer is also in compliance with all of the terms and further restrictions on sale or transfer set forth in the Stockholders Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Agreement (Predix Pharmaceuticals Holdings 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.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for transfer by the Purchaser to one or more of its affiliated corporations or partnerships.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Art Technology 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 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.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for any gratuitous transfer by the Purchaser to or among its affiliates.
Appears in 1 contract
Samples: Class B Convertible Preferred Stock Purchase Agreement (Zefer Corp)
Requirements for Transfer. 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 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 1 contract
Requirements for Transfer. 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 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. Restricted Shares shall Stock will not be sold or transferred unless either (i) they first shall will have been registered under the Securities Act and any applicable state securities laws, or (ii) the Company first shall will 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 such registration requirements of the Securities Actrequirements.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Aria International Holdings, Inc.)
Requirements for Transfer. 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 Secured Note Purchase Agreement (Switchboard Inc)
