Restrictions on Transfer of Warrant Stock. In no event will the ----------------------------------------- Holder make a disposition of the Warrant Stock unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the Securities Act provisions relating to sale of an unregistered security has been taken, or (B) an exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of the Warrant Stock shall terminate as to any particular share of Warrant Stock when (1) such security shall have been sold without registration in compliance with Rule 144 under the Securities Act, or (2) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required, or (3) such security shall have been registered under the Securities Act and sold by the Holder in accordance with such registration.
Appears in 5 contracts
Samples: Petsmart Com Inc, Petsmart Com Inc, Petsmart Com Inc
Restrictions on Transfer of Warrant Stock. In no event will the ----------------------------------------- Holder holder make a disposition of the Warrant Stock unless and until (i) it shall have notified the Company of the proposed dispositiondisposition in writing, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the Securities Act of 1933, as amended (the "SECURITIES ACT") provisions relating to sale of an unregistered security has been taken, or (B) an exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of the Warrant Stock shall terminate as to any particular share of Warrant Stock when (1) such security shall have been sold without registration in compliance with Rule 144 under the Securities Act, or (2) a 2)a letter shall have been issued to the Holder holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required, or (3) such security shall have been registered under the Securities Act and sold by the Holder holder thereof in accordance with such registration.
Appears in 1 contract
Samples: Realname Sales Representative Agreement (Realnames Corp)
Restrictions on Transfer of Warrant Stock. In no event will the ----------------------------------------- Holder holder make a disposition of the Warrant Stock unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the Securities Act provisions relating to sale of an unregistered security has been taken, or (B) an exemption from the registration requirements of the Securities Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of the Warrant Stock shall terminate as to any particular share of Warrant Stock when (1) such security shall have been sold without registration in compliance with Rule 144 under the Securities Act, or (2) a letter shall have been issued to the Holder holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Securities Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required, or (3) such security shall have been registered under the Securities Act and sold by the Holder holder thereof in accordance with such registration.
Appears in 1 contract
Samples: Petsmart Com Inc