Sales of Securities Under Rule 144, If Applicable. (a) TTL will use its best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its stockholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL will certify in writing to such person that it is in compliance with rule 144 current public information requirements to enable such person to sell such person's restricted stock under rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to TTL's transfer agent for registration or transfer in connection with any sales theretofore made under rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, TTL will use its best efforts to cooperate with the shareholder and/or transfer agent with the registration or transfer in connection with any sales made under rule 144.
Appears in 4 contracts
Samples: Share Exchange Agreement (Toups Technology Licensing Inc /Fl), Share Exchange Agreement (Toups Technology Licensing Inc /Fl), Share Exchange Agreement (Toups Technology Licensing Inc /Fl)
Sales of Securities Under Rule 144, If Applicable. (a) TTL IMGL will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement IMGL that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL IMGL will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's IMGL’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL IMGL will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 4 contracts
Samples: Share Exchange Agreement (Image International Group, Inc.), Share Exchange Agreement (Chan Yuk Kiu), Share Exchange Agreement (Chan Hoi Ming)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Purden Lake will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders can sell restricted securities that have been held for one (1) year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Purden Lake that such person intends to sell any shares under rule Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Purden Lake will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Purden Lake’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) ), in each case with reasonable assurances that such endorsements are genuine and effective, effective and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Purden Lake will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
(d) This Section 5.10 shall survive the Closing of this Agreement for a period of six (6) months.
Appears in 3 contracts
Samples: Share Exchange Agreement (China BCT Pharmacy Group, Inc.), Share Exchange Agreement (China BCT Pharmacy Group, Inc.), Share Exchange Agreement (CHINA BAICAOTANG MEDICINE LTD)
Sales of Securities Under Rule 144, If Applicable. (a) TTL ORNC will use its best efforts to at all times to satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is amended from time to time amendedtime.
(b) Upon being informed in writing by any person holding restricted stock securities of TTL as of the date of this Agreement ORNC that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL ORNC will certify in writing to such person that it is in compliance with rule 144 Rule 144’s current public information requirements disclosure requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's ORNC’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL ORNC will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 2 contracts
Samples: Share Exchange Agreement (Oranco Inc), Share Exchange Agreement (Oranco Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Sunburst will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Sunburst that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Sunburst will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTLSunburst's transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Sunburst will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sunburst Acquisitions v Inc), Share Exchange Agreement (Sunburst Acquisitions v Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL RLLT will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement RLLT that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL RLLT will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's RLLT’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL RLLT will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 2 contracts
Samples: Share Exchange Agreement (Reliant Service Inc), Share Exchange Agreement (Reliant Service Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Link will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Link that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Link will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Link’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Link will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 2 contracts
Samples: Share Exchange Agreement (Glory Period LTD), Share Exchange Agreement (Link Resources Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL DGTE will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement DGTE that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL DGTE will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's DGTE’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL DGTE will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Expedite 5 will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Expedite 5 that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Expedite 5 will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Expedite 5’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Expedite 5 will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to
(d) the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL SRTN will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement SRTN that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL SRTN will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's SRTN’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL SRTN will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (Spirit International, Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL CAAH will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for six months (or one year year, as the case may be) or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement CAAH that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL CAAH will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's CAAH’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL CAAH will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (China America Holdings, Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL E-18 will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement E-18 that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL E-18 will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's E-18’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL E-18 will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (E 18 Corp)
Sales of Securities Under Rule 144, If Applicable. (a) TTL RBN US will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement RBN US that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL RBN US will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's RBN US’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL RBN US will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL AAQS will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement AAQS that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL AAQS will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's AAQS’ transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL AAQS will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (American Antiquities, Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL The Company will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Company that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL the Company will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's the Company’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL the Company will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (Greyhound Commissary, Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL COX will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for six months (or one year year, as the case may be) or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement COX that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL COX will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's CXX’x transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL COX will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL NAEX will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year f
(b) or more or such other the applicable restricted period as required by rule Rule 144 as it is from time to time amended.
(bc) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement NAEX that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL NAEX will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(cd) If any certificate representing any such restricted stock is presented to TTL's NAEX’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL NAEX will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (National Art Exchange, Inc.)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Emerald will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Emerald that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Emerald will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Emerald’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Emerald will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (Emerald Acquisition CORP)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Datone will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Datone that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Datone will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Datone’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Datone will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL FDVI will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement FDVI that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL FDVI will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's FDVI’ transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL FDVI will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Centracan will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.;
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Centracan that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Centracan will certify in writing to such person that it is in compliance with rule 144 Rule 144’s current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.;
(c) If any certificate representing any such restricted stock is presented to TTL's Centracan’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Centracan will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Expedite 4 will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Expedite 4 that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Expedite 4 will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Expedite 4’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Expedite 4 will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Prelude will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year two years or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL Prelude as of the date of this Agreement that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Prelude will certify in writing to such person that it is in compliance with rule 144 current public information requirements requirement to enable such person to sell such person's restricted stock under rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Prelude transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to TTL Prelude and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may becase
(d) The shareholders of Prelude as of the date of this Agreement, TTL will use its best efforts as well as those receiving Prelude Common Stock pursuant to cooperate with the shareholder and/or transfer agent with the registration or transfer in connection with any sales made under rule 144this Agreement, are intended third-party beneficiaries of this Section 6.07.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Prelude Ventures Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL TNSX will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for six months (or one year year, as the case may be) or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement TNSX that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL TNSX will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's TNSX’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL TNSX will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (Transax International LTD)
Sales of Securities Under Rule 144, If Applicable. (a) TTL NewEra will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders can sell restricted securities that have been held for one (1) year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement NewEra that such person intends to sell any shares under rule Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL NewEra will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's NewEra’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) ), in each case with reasonable assurances that such endorsements are genuine and effective, effective and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL NewEra will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
(d) This Section 5.11 shall survive the Closing of this Agreement for a period of two (2) years.
Appears in 1 contract
Samples: Share Exchange Agreement (NewEra Technology Development Co., LTD)
Sales of Securities Under Rule 144, If Applicable. (a) TTL Prelude will use its best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year two years or more or such other restricted period as required by rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL Prelude as of the date of this Agreement that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Prelude will certify in writing to such person that it is in compliance with rule 144 current public information requirements requirement to enable such person to sell such person's restricted stock under rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Prelude transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an opinion of counsel satisfactory to TTL Prelude and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, TTL Prelude will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such
(d) The shareholders of Prelude as of the registration or transfer in connection with any sales made under rule 144date of this Agreement, as well as those receiving Prelude Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.07.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Prelude Ventures Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL TJS will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement TJS that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL TJS will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's TJS’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL TJS will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Xxxxxxxxxxx will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Xxxxxxxxxxx that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Xxxxxxxxxxx will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Xxxxxxxxxxx transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Xxxxxxxxxxx will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Sales of Securities Under Rule 144, If Applicable. (a) TTL Famous Al’s will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement Famous Al’s that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL Famous Al’s will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's Famous Al’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL Famous Al’s will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract
Samples: Share Exchange Agreement (Famous Uncle Als Hot Dogs & Grille Inc)
Sales of Securities Under Rule 144, If Applicable. (a) TTL iDcentrix will use its best efforts to at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its stockholders shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by rule Rule 144 as it is from time to time amended.
(b) Upon being informed in writing by any person holding restricted stock of TTL as of the date of this Agreement iDcentrix that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), TTL iDcentrix will certify in writing to such person that it is in compliance with rule Rule 144 current public information requirements requirement to enable such person to sell such person's ’s restricted stock under rule Rule 144, as may be applicable under the circumstances.
(c) If any certificate representing any such restricted stock is presented to TTL's iDcentrix’s transfer agent for registration or transfer in connection with any sales theretofore made under rule Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by an a legal opinion of counsel satisfactory to TTL and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, TTL iDcentrix will use promptly instruct its best efforts to cooperate with the shareholder and/or transfer agent with to register such transfer and to issue one or more new certificates representing such shares to the registration transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or transfer in connection with any sales made under rule 144restrictive legend.
Appears in 1 contract