Common use of Restrictions on Transfer Registration Rights Clause in Contracts

Restrictions on Transfer Registration Rights. (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws.

Appears in 7 contracts

Samples: Loan Agreement (Garcia Ernest C Ii), Loan Agreement (Ugly Duckling Corp), Warrant Agreement (Ugly Duckling Corp)

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Restrictions on Transfer Registration Rights. (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws, with the Company entitled to receive an opinion of counsel (which counsel shall be Kirkxxxx & Xllix xx such other counsel reasonably satisfactory to the Company) prior to the effectuation of any such disposition or transfer.

Appears in 1 contract

Samples: Warrant Agreement (Ugly Duckling Corp)

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Restrictions on Transfer Registration Rights. (a) Each holder of a Warrant agrees that prior to making any disposition or transfer of the Warrants or shares issuable upon exercise of the Warrants ("Shares"), unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), is in effect with regard thereto and the disposition may be effected in accordance therewith and with applicable state securities laws, the holder shall give written notice to the reasonable Company describing briefly the manner in which any such proposed disposition or transfer is to be made; and no such disposition shall be made except pursuant to an exemption from the registration requirements of all applicable federal and state securities laws, which exemption shall be proved to the reasonable satisfaction of the Company and its counsel prior to the effectuation of any such disposition or transfer.

Appears in 1 contract

Samples: Warrant Agreement (Ugly Duckling Corp)

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