Common use of Sale Without Registration Clause in Contracts

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transferee) of any Registrable Securities, such Registrable Securities shall not be registered under the Securities Act, the Corporation may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of the Holder or transferee, an opinion by legal counsel designated by such Holder or transferee and satisfactory to the Corporation, satisfactory in form and substance to the Corporation, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 shall relieve the Corporation from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 5.

Appears in 5 contracts

Samples: Exclusive License Agreement (Salix Pharmaceuticals LTD), Exclusive License Agreement (Santarus Inc), Stock Restriction and Registration Rights Agreement (Santarus Inc)

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Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transferee) of any Registrable Securities, such Registrable Securities shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation Company (ai) such information as is 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 or a pro rata distribution by a partnership to its partners) at the expense of the Holder or transferee, an opinion by legal of counsel designated by such Holder or transferee and reasonably satisfactory to the Corporation, satisfactory Company in form and substance to the Corporation, to the effect that such transfer may be made without registration under such the Act; provided that provided, however, nothing contained in this Section 5 9 shall relieve the Corporation Company from complying with any request for registration, qualification qualification, or compliance made pursuant to the other provisions of this Section 5Agreement.

Appears in 1 contract

Samples: Investor Rights Agreement (Tularik Inc)

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transfereeownership) of any Shares or Registrable Securities, such Shares or Registrable Securities shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder holder or transferee thereof furnish to the Corporation Company (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of the Holder such holder or transferee, an opinion by legal counsel designated by such Holder holder or transferee and satisfactory to the CorporationCompany, satisfactory in form and substance to the CorporationCompany, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 7.9 shall relieve the Corporation Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 57.

Appears in 1 contract

Samples: Securities Purchase Agreement (Finisar Corp)

Sale Without Registration. If at the time of any transfer (other -------------------------- than a transfer not involving a change in beneficial ownership or other than to a Permitted Transfereeownership) of any Registrable Securities, such Registrable Securities shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation Company (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; , and (b) (if the transfer is not made in compliance with Regulation S or Rule 144A) at the expense of the Holder or transferee, an opinion by legal of counsel designated by such Holder or transferee and satisfactory to the Corporation, satisfactory Company in form and substance to the Corporation, to the effect that such transfer may be made without registration under such the Act; provided that nothing contained in this Section 5 7 shall relieve the Corporation Company from complying with any request for registration, qualification qualification, or compliance made pursuant to the other provisions of this Section 5Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Photocomm Inc)

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Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transfereeownership) of any shares or Registrable Securities, such shares or Registrable Securities shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation Company (a) such information as is necessary in order to establish that such transfer may be made without registration under the Securities Act; and (b) at the expense of the Holder or transferee, an opinion by legal counsel designated by such Holder or transferee and satisfactory to the CorporationCompany, satisfactory in form and substance to the CorporationCompany, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 2.9 shall relieve the Corporation Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 52.

Appears in 1 contract

Samples: Investors' Rights Agreement (Santarus Inc)

Sale Without Registration. If at the time of any transfer (other than a transfer not involving a change in beneficial ownership or other than to a Permitted Transfereeownership) of any Shares or Registrable Securities, such Shares or Registrable Securities Shares shall not be registered under the Securities Act, the Corporation Company may require, as a condition of allowing such transfer, that the Holder or transferee furnish to the Corporation Company (ai) such information as is 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 transferee, an opinion by legal counsel designated by such Holder or transferee and satisfactory to the CorporationCompany, satisfactory in form and substance to the CorporationCompany, to the effect that such transfer may be made without registration under such Act; provided that nothing contained in this Section 5 7 shall relieve the Corporation Company from complying with any request for registration, qualification or compliance made pursuant to the other provisions of this Section 57.

Appears in 1 contract

Samples: Series a Preferred Stock Subscription Agreement (Collegeclub Com Inc)

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