RESTRICTIONS ON PURCHASED SHARES. Holder shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless the Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or pursuant to an available exemption from the registration and prospectus delivery requirements of the Act, and the proposed disposition will not result in a violation of the securities laws of any state of the United States. If requested by the Company, Holder shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in this paragraph 5. Any attempted Transfer which is not in full compliance with this Paragraph 5 shall be null and void AB INITIO, and of no force or effect.
Appears in 3 contracts
Samples: Warrant Agreement (New Image Industries Inc), Warrant Agreement (New Image Industries Inc), Warrant Agreement (New Image Industries Inc)
RESTRICTIONS ON PURCHASED SHARES. Holder shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Purchased Shares unless the Purchased Shares are disposed of pursuant to and in conformity with an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), or pursuant to an available exemption from the registration and prospectus delivery requirements of the Act, and the proposed disposition will not result in a violation of the securities laws of any state of the United States. If requested by the Company, Holder shall, prior to the transfer of such Purchased Shares, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in this paragraph 5Paragraph 4. Any attempted Transfer which is not in full compliance with this Paragraph 5 4 shall be null and void AB INITIO, and of no force or effect.
Appears in 2 contracts
Samples: Warrant Agreement (New Image Industries Inc), Warrant Agreement (New Image Industries Inc)