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.
Appears in 5 contracts
Samples: Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc)
Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Registrable 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.
Appears in 4 contracts
Samples: Registration Rights Agreement (Regeneration Technologies Inc), Preferred Stock Purchase Agreement (Direct General Corp), Preferred Stock Purchase Agreement (Astropower Inc)
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.
Appears in 3 contracts
Samples: Distribution Agreement (Long Distance Direct Holdings Inc), Securities Purchase Agreement (Multicom Publishing Inc), Securities Purchase Agreement (Multicom Publishing Inc)
Sale or Transfer of Shares; Legend. (ai) The Shares and the Registerable Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (iA) they first shall have been registered under the Securities Act, or (iiB) 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.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Proton Energy Systems Inc), Series D Preferred Stock Purchase Agreement (Evergreen Solar Inc)
Sale or Transfer of Shares; Legend. (ai) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred by the Holder unless either (iA) they first shall have been registered under the Securities Act, Act or (iiB) the Company Buyer first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyBuyer, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act.
Appears in 1 contract
Sale or Transfer of Shares; Legend. (ai) 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 (i1) they first shall have been registered under the Securities Act, or (ii2) 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. With respect to a sale or transfer by a Series F Stockholder, the Company will reimburse such holder for the reasonable legal fees and costs incurred by it in obtaining such opinion (subject to a maximum of $1,000 for each such opinion).
Appears in 1 contract
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 ActAct and applicable state securities laws, 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 Actsuch laws.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Texas Biotechnology Corp /De/)
Sale or Transfer of Shares; Legend. (ai) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred in the United States 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.
Appears in 1 contract
Samples: Moldflow Corp
Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Registrable 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 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.
Appears in 1 contract
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 Securities shall not be sold or transferred unless either (i) they such shares first shall have been registered under the Securities Act, or (ii) the transfer complies with Rule 144, Rule 144A or an exemption from registration under the Act, provided that, if requested by the Company, the Company first shall have been first 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.
Appears in 1 contract
Samples: Common Stock Purchase and Registration Rights Agreement (Archemix Corp.)
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 in the United States 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.
Appears in 1 contract
Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall will 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Fluoropharma Medical, Inc.)
