Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. At the time of any transfer of any Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that Holder or the transferee furnish to the Company: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, that nothing contained in this Section 9 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisions.

Appears in 10 contracts

Samples: Registration Rights Agreement (Netguru Inc), Registration Rights Agreement (Telenetics Corp), Registration Rights Agreement (Telenetics Corp)

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Sale Without Registration. At the time of any transfer of any Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that Holder or the transferee furnish to the Company: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; providedPROVIDED, that nothing contained in this Section 9 8 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisions.

Appears in 4 contracts

Samples: Registration Rights Agreement (Telenetics Corp), Registration Rights Agreement (Telenetics Corp), Registration Rights Agreement (Telenetics Corp)

Sale Without Registration. At If at the time of any transfer of any Registrable Securities, such Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder or the transferee furnish to the Company: Company (ai) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; , and (bii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership) at the expense of the Holder or the transferee, an opinion of counsel, counsel satisfactory to the Company in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, provided that nothing contained in this Section 9 shall relieve the Company from complying with any request for registration, qualification qualification, or compliance made pursuant to these registration rights provisionsthe other provisions of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Amgen Inc), Registration Rights Agreement (Amgen Inc)

Sale Without Registration. At the time of any transfer of any Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder or the transferee furnish to the Company: (ai) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (bii) at the expense of the Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, provided that nothing contained in this Section 9 8 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisions.

Appears in 1 contract

Samples: Registration Rights Agreement (Netguru Inc)

Sale Without Registration. At If at the time of any transfer of any Registrable Securities, such Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that Holder the Investor or the transferee furnish to the Company: Company (ai) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; , and (bii) (if the transfer is not made in compliance with Rule 144 other than a transfer not involving a change in beneficial ownership) at the expense of Holder the Investor or the transferee, an opinion of counsel, counsel satisfactory to the Company in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, provided that nothing contained in this Section 9 8 shall relieve the Company from complying with any request for registration, qualification qualification, or compliance made pursuant to these registration rights provisionsthe other provisions of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Amgen Inc)

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Sale Without Registration. At the time of any transfer of any ------------------------- Registrable Securities which shall is not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that the Holder or the transferee furnish to the Company: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of such Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, that nothing contained in this Section 9 10 shall -------- relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisions.

Appears in 1 contract

Samples: Registration Rights Agreement (Litronic Inc)

Sale Without Registration. At the time of any transfer of any Registrable Securities which shall not be registered under the Securities Act, Act the Company may require, as a condition of allowing such transfer, that the Holder or the transferee furnish to the Company: (ai) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (bii) at the expense of the Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities such Act; provided, provided that nothing contained in this Section 9 10(g) shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisionsthe other provisions of this Section 10.

Appears in 1 contract

Samples: Warrant Agreement (Allstar Systems Inc)

Sale Without Registration. At the time of any transfer of any Registrable Securities which shall not be registered under the Securities Act, the Company may require, as a condition of allowing such transfer, that Holder or the transferee furnish to the Company: (a) such information as is reasonably necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of Holder or the transferee, an opinion of counsel, satisfactory in form and substance to the Company, to the effect that such transfer may be made without registration under the Securities Act; provided, that nothing contained in this Section 9 8 shall relieve the Company from complying with any request for registration, qualification or compliance made pursuant to these registration rights provisions.

Appears in 1 contract

Samples: Registration Rights Agreement (Telenetics Corp)

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