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