Common use of Restrictions Imposed by the Act Clause in Contracts

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 3 contracts

Samples: Purchase Option Agreement (Tailwind Financial Inc.), Purchase Option Agreement (Tailwind Financial Inc.), Purchase Option Agreement (Tailwind Financial Inc.)

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Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx LLP Xxxxx, Xxxx & X'Xxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 3 contracts

Samples: Purchase Option Agreement (Harbor Acquisition Corp.), Purchase Option Agreement (Harbor Acquisition Corp.), Purchase Option Agreement (Harbor Acquisition Corp.)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx XxXxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 2 contracts

Samples: Purchase Option Agreement (FMG Acquisition Corp), Purchase Option Agreement (FMG Acquisition Corp)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx Thelen Reid & Priest, LLP shall be deemed satisfactory evidence of the availability thx xxxxxxxxxity of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 2 contracts

Samples: Purchase Option Agreement (Pharmamatrix Acquisition CORP), Purchase Option Agreement (Pharmamatrix Acquisition CORP)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx Kirkpatrick & Lockhart Preston Gates Ellis LLP shall be deemed satisfactory evidence of the availability of an exemptionsatisfaxxxxx xxxxxnce xx xxx xxxxxxxxlxxx xx xx xxemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 2 contracts

Samples: Unit Purchase Option (Media & Entertainment Holdings, Inc.), Unit Purchase Option (Media & Entertainment Holdings, Inc.)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx XxXxxxxxx LLP and Xxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration or offering statement relating to such securities has been filed by the Company and declared effective or qualified by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (AeroClean Technologies, LLC)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx LLP Xxxxx, Xxxx & X'Xxxxxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (Harbor Acquisition Corp.)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACTAct") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSIONCommission") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (Boomerang Holdings, Inc.)

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Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx LLP Jxxxxxx & Gxxxxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (Western United Financial Corp)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Xxxxxxx XxXxxxxxx LLP & Xxxxxxxxx shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (Western United Financial Corp)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxxxx XxXxxxxxx LLP Mxxxx, Lxxxx, Cxxx, Fxxxxx, Gxxxxxx and Pxxxx, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration of offering statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Purchase Option Agreement (Scopus BioPharma Inc.)

Restrictions Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received an the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT") and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agreeing that the an opinion of Xxxxxxx XxXxxxxxx LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration or offering statement or a post-effective amendment to the Registration Statement registration of offering statement relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the "COMMISSION") and compliance with applicable state securities law has been established.

Appears in 1 contract

Samples: Underwriting Agreement (Scopus BioPharma Inc.)

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