Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Sale or Transfer of Shares; Legend. (a) The Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Sale or Transfer of Shares; Legend. The Registrable Securities shall not be sold or transferred unless either (i) such shares first shall have been registered under the Act, or (ii) the transfer complies with Rule 144, Rule 144A or an exemption from registration under the Act, provided that, in the event of a sale pursuant to an exemption under the Act, if requested by the Company, the Company shall 13. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. have been first furnished with an opinion of legal counsel, to the effect that such sale or transfer is exempt from the registration requirements of the Act, provided further, however, that an opinion of counsel shall not be required for sales under Rule 144 under the Act. Each certificate representing the Registrable Securities shall bear a legend substantially in the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (a) SUCH SHARES FIRST SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (b) THE TRANSFER COMPLIES WITH RULE 144, RULE 144A OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, IF REQUESTED BY THE COMPANY, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS IS THEN AVAILABLE, PROVIDED, HOWEVER, THAT AN OPINION OF COUNSEL SHALL NOT BE REQUIRED FOR SALES MADE UNDER RULE 144 AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS. The foregoing legend shall be removed from the certificates representing any Registrable Securities, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. “Piggyback” Registration.
Sale or Transfer of Shares; Legend. The Option Shares shal not be assigned, sold, transferred or otherwise disposed of unless either (i) they first shall have been registered under the Act and applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel satisfactory to the Company to the effect that an exemption from the registration requirements of the Act and such laws is available. Each certificate representing any Common Stock shall bear a legend substantially in the following form, as appropriate: NEITHER THIS OPTION NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO ASSIGNMENT, SALE, TRANSFER OR OTHER DISPOSITION OF THIS OPTION OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND SUCH LAWS RELATED THERETO, OR (ii) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND SUCH LAWS IS AVAILABLE.
Sale or Transfer of Shares; Legend. The Registrable Securities shall not be sold or transferred unless either (i) such shares first shall have been registered under the Act, or (ii) the transfer complies with Rule 144, Rule 144A or an exemption from registration under the Act, provided that, in the event of a sale pursuant to an exemption under the Act, if requested by the Company, the Company shall have been first furnished with an opinion of legal counsel, to the effect that such sale or transfer is exempt from the registration requirements of the Act, provided further, however, that an opinion of counsel shall not be required for sales under Rule 144 under the Act. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
Sale or Transfer of Shares; Legend. (a) The Registrable Shares shall not be sold or transferred other than (i) pursuant to a Permitted Transfer, (ii) in accordance with the procedure set forth in Section 3 hereof, provided that, in the case of a transfer other than to Buyer, Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to Buyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act; provided that (a) if requested by a Stockholder, Buyer shall use its reasonable best efforts to cause (at Stockholders' expense) its counsel to furnish such opinion and (b) in case of a registered public offering, no such opinion shall be required, or (iii) as provided in Section 6 hereof.
Sale or Transfer of Shares; Legend. (i) The Registrable Shares shall not be sold or transferred unless either (A) they first shall have been registered under the Securities Act, or (B) Banyan first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to Banyan, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Sale or Transfer of Shares; Legend. (a) The shares of Common Stock sold and issued hereby constitute "Restricted Stock" and may not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) such sale or transfer is exempt from registration under the Securities Act and all applicable Blue Sky laws, and the Company first shall have been furnished with an opinion or memorandum of legal counsel reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and all applicable Blue Sky laws.
Sale or Transfer of Shares; Legend. (a) The Shares shall not be sold or transferred other than as provided in Section 3 hereof or pursuant to an opinion of legal counsel satisfactory to AccuFacts, to the effect that such proposed sale is exempt from the registration requirements of the Securities Act.
Sale or Transfer of Shares; Legend
