Restrictions on Securities. The Shares and Related Consideration Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares and/or Related Consideration Warrants other than pursuant to an effective registration statement, the Company may require the Purchaser to provide to the Company an opinion of counsel selected by the Purchaser, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares and/or Related Consideration Warrants under the Act. The Purchaser agrees to the imprinting of a legend on the Shares and Related Consideration Warrants in the following or substantially similar form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER THE SAID ACT AND LAWS OR AN EXEMPTION THEREFROM.
Appears in 3 contracts
Samples: Deferred Closing and Registration Rights Agreement (Siga Technologies Inc), Securities Purchase and Registration Rights Agreement (MacAndrews & Forbes Holdings Inc.), Deferred Closing and Registration Rights Agreement (MacAndrews & Forbes Holdings Inc.)
Restrictions on Securities. The Shares and Related Consideration Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares and/or Related Consideration Warrants other than pursuant to an effective registration statement, the Company may require the Purchaser to provide to the Company an opinion of counsel selected by the Purchaser, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares and/or Related Consideration Warrants under the Act. The Purchaser agrees to the imprinting of a legend on the Shares and Related Consideration Warrants in the following or substantially similar form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER THE SAID ACT AND LAWS OR AN EXEMPTION THEREFROM.
Appears in 1 contract
Samples: Securities Purchase and Registration Rights Agreement (MacAndrews & Forbes Holdings Inc.)
