Common use of Resale of Scanvec Shares Clause in Contracts

Resale of Scanvec Shares. Buyer will not sell or otherwise transfer the Purchased Scanvec Shares, or any part thereof or interest therein, unless and until, at the time of such transfer, the Purchased Scanvec Shares are (a) registered for resale pursuant to the Securities Act or (b) such sale is otherwise exempt from such registration. Buyer acknowledges that only the Company has the power to register such transfer, but that the Company has no obligation to Buyer, by contract or otherwise, to effect such a registration for Buyer. Accordingly, Buyer acknowledges that it may be required to hold the Purchased Scanvec Shares for investment indefinitely; and Buyer represents and warrants that it is financially capable of doing so. Buyer also acknowledges that the Purchased Scanvec Shares will bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE OR OTHER JURISDICTION’S SECURITIES LAWS. UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.

Resale of Scanvec Shares. Buyer will not sell or otherwise transfer the Purchased Scanvec Shares, or any part thereof or interest therein, unless and until, at the time of such transfer, the Purchased Scanvec Shares are (a) registered for resale pursuant to the Securities Act or (b) such sale is otherwise exempt from such registration. Buyer acknowledges that only the Company has the power to register such transfer, but that the Company has no obligation to Buyer, by contract or otherwise, to effect such a registration for Buyerfor. Accordingly, Buyer acknowledges that it may be required to hold the Purchased Scanvec Shares for investment indefinitely; and Buyer represents and warrants that it is financially capable of doing so. Buyer also acknowledges that the Purchased Scanvec Shares will bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE OR OTHER JURISDICTION’S SECURITIES LAWS. UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED.