Common use of Sales of Securities Under Rule 144, If Applicable Clause in Contracts

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch 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 shareholders 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 Zurickirch 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), Zurickirch will certify in writing to such person that it is in compliance with rule 144 current public information 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 Zurickirch'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 Zurickirch and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Zurickirch Corp), Agreement and Plan of Reorganization (Zurickirch Corp), Agreement and Plan of Reorganization (Zurickirch Corp)

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Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Trade 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 shareholders 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 Zurickirch as of the date of this Agreement Trade Link 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), Zurickirch Trade Link will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Trade 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, effective and is accompanied by an a legal opinion of counsel satisfactory to Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Trade Link will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 5.10 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 2 contracts

Samples: Share Exchange Agreement (Trade Link Wholesalers Inc.), Share Exchange Agreement (Trade Link Wholesalers Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Senticore 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 shareholders 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 amendedAct. (b) Upon being informed in writing by any person holding restricted stock of Zurickirch Senticore as of the date of this Agreement that such person intends to sell any shares under rule Rule 144 promulgated under the Securities Act (including any rule Rule adopted in substitution or replacement thereof), Zurickirch Senticore will certify in writing to such person that it is in compliance with rule the Rule 144 current public information requirement to enable such person to sell such person's restricted stock under rule Rule 144, and as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ZurickirchSenticore'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 opinion of counsel satisfactory to Zurickirch Senticore and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Senticore will promptly instruct its transfer agent to register allow such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch Senticore as of the date of this Agreement, as well as those receiving Zurickirch Common Stock Senticore common stock and Class A Convertible Preferred pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 2 contracts

Samples: Merger Agreement (Hojo Holdings Inc), Merger Agreement (Hojo Holdings Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch ADVV 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 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 Zurickirch as of the date of this Agreement ADVV 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), Zurickirch ADVV will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's ADVV’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch ADVV will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 2 contracts

Samples: Share Exchange Agreement (Adveco Group Inc.), Share Exchange Agreement (Adveco Group Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch NPC 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 shareholders 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 tune amended. (b) Upon being informed in writing by any person holding restricted stock of Zurickirch NPC 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), Zurickirch NPC will certify in writing to such person that it is in compliance with rule 144 current public information 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 ZurickirchNPC'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 Zurickirch NPC and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch NPC will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch NPC as of the date of this Agreement, as well as those receiving Zurickirch NPC Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 2 contracts

Samples: Merger Agreement (NPC Holdings Inc), Agreement and Plan of Reorganization (NPC Holdings Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch USCo 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 shareholders 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 Zurickirch as of the date of this Agreement USCo 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), Zurickirch USCo will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's USCo’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch USCo will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 4.11 shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two yearssix (6) months. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (MD Holdings Corp)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Java 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 shareholders 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 tune amended. (b) Upon being informed in writing by any person holding restricted stock of Zurickirch Java 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), Zurickirch Java will certify in writing to such person that it is in compliance with rule 144 current public information 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 ZurickirchJava'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 Zurickirch Java and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch Java will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch Java as of the date of this Agreement, as well as those receiving Zurickirch Java Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Reorganization Agreement (Java Express Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch CAPC 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 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 Zurickirch as of the date of this Agreement CAPC 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), Zurickirch CAPC will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's CAPC’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch CAPC will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Capstone Systems Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch LATVCO 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 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 Zurickirch as of the date of this Agreement LATVCO 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), Zurickirch LATVCO will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's LATVCO’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch LATVCO will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions . (d) This Section 4.11 shall apply to the shareholders of LATVCO as well as those receiving LATVCO common stock pursuant to this Section 6.08 Agreement, and shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Latin American Telecommunications Venture Co)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Monarch 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 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 Zurickirch Monarch 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), Zurickirch Monarch will certify in writing to such person that it is in compliance with rule 144 current public information 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 Zurickirch's Monarch 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 Zurickirch Monarch and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch Monarch will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 6.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch Monarch as of the date of this Agreement, as well as those receiving Zurickirch Monarch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.086.07.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Monarch Media & Entertainment Group Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Txon 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 shareholders 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 Zurickirch Txon 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), Zurickirch Txon will certify in writing to such person that it is in compliance with rule 144 current public information 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 ZurickirchTxon'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 Zurickirch Txon and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch Txon will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Business Sales Agreement (Txon International Development Corp)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Sports 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 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 Zurickirch as of the date of this Agreement Sports 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), Zurickirch Sports will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Sports’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Sports will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 4.12 shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Sports Source Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Rhino 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 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 Zurickirch as of the date of this Agreement Rhino 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), Zurickirch Rhino will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Rhino’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Rhino will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Rhino Productions, Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Finity 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 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 Zurickirch as of the date of this Agreement Finity 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), Zurickirch Finity will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Finity’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Finity will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. . (d) The provisions shareholders of Finity as well as those receiving Finity common stock pursuant to this Section 6.08 Agreement which section shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Finity Holdings Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Kurrant 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 shareholders 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 Zurickirch as of the date of this Agreement Kurrant 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), Zurickirch Kurrant will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Kurrant’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Kurrant will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 5.8 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Kurrant Food Enterprises, Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Xxxxxx 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 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 Zurickirch as of the date of this Agreement Xxxxxx 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), Zurickirch Xxxxxx will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Volney’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Xxxxxx will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (A.G. Volney Center, Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch USCo 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 shareholders 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 Zurickirch as of the date of this Agreement USCo 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), Zurickirch USCo will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's USCo’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch USCo will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 4.11 shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Fresh Ideas Media Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Cxxx Xxx 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 shareholders stockholders can sell restricted securities that have been held for one (1) year or more after Cxxx Xxx files “Form 10 Information” with the SEC, 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 Zurickirch as of the date of this Agreement Cxxx Xxx 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), Zurickirch and provided that Cxxx Xxx is in compliance with its requirements under Rule 144, Cxxx Xxx will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Cxxx Xxx’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, effective and is accompanied by an a legal opinion of counsel satisfactory to Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Cxxx Xxx will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 5.10 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Cang Bao Tian Xia International Art Trade Center, Inc.)

Sales of Securities Under Rule 144, If Applicable. Following the Closing Date: (a) Zurickirch MVP 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 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 Zurickirch MVP as of the date of this Agreement 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), Zurickirch MVP will certify in writing to such person that it is in compliance with rule the Rule 144 current public information 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 Zurickirch's MVP’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 opinion of counsel satisfactory to Zurickirch MVP and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch MVP will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 6.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Merger Agreement (MVP Network, Inc.)

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Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Tylerstone will use its best efforts to commercially reasonable care, diligence and skill at all times satisfy the current public information requirements of rule Rule 144 promulgated under the Securities Act so that its 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 Zurickirch as of the date of this Agreement Tylerstone 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), Zurickirch Tylerstone will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 ZurickirchTylerstone'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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Tylerstone will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 4.11 shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (nCoat, Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Senticore 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 shareholders 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 amendedAct. (b) Upon being informed in writing by any person holding restricted stock of Zurickirch Senticore as of the date of this Agreement that such person intends to sell any shares under rule Rule 144 promulgated under the Securities Act (including any rule Rule adopted in substitution or replacement thereof), Zurickirch Senticore will certify in writing to such person that it is in compliance with rule the Rule 144 current public information requirement to enable such person to sell such person's restricted stock under rule Rule 144, and as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ZurickirchSenticore'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 opinion of counsel satisfactory to Zurickirch Senticore and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Senticore will promptly instruct its transfer agent to register allow such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch Senticore as of the date of this Agreement, as well as those receiving Zurickirch Common Stock Senticore common stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Merger Agreement (Senticore Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Sunnyside 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 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 Zurickirch as of the date of this Agreement Sunnyside 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), Zurickirch Sunnyside will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Sunnyside’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Sunnyside will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunnyside Acres Mobile Estates)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch PANTERA 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 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 Zurickirch as of the date of this Agreement PANTERA 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), Zurickirch PANTERA will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's PANTERA’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch PANTERA will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Pantera Petroleum Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch ATCB 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 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 Zurickirch ATCB 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), Zurickirch ATCB will certify in writing to such person that it is in compliance with rule 144 current public information 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 Zurickirch's ATCB 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 Zurickirch ATCB and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch ATCB will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 6.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch ATCB as of the date of this Agreement, as well as those receiving Zurickirch ATCB Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.086.07.

Appears in 1 contract

Samples: Stock Purchase Agreement (Autocarbon Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Eco Building 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 shareholders 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 Zurickirch as of the date of this Agreement Eco Building 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), Zurickirch Eco Building will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Eco Building’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Eco Building will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 5.10 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Eco Building International Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch EPS 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 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 Zurickirch as of the date of this Agreement EPS 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), Zurickirch EPS will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's EPS’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch EPS will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Effective Profitable Software, Inc.)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch USCC 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 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 Zurickirch as of the date of this Agreement USCC 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), Zurickirch USCC will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's USCC’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch USCC will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (USChina Channel Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Enigma 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 shareholders stockholders 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 Zurickirch as of the date of this Agreement Enigma 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), Zurickirch Enigma will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Enigma’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Enigma will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this . (d) This Section 6.08 4.02 shall survive the Closing and the consummation closing of the transactions contemplated by this Agreement for a period of two (2) years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Enigma Software Group, Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Parent will use its commercially reasonable best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its shareholders 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 Zurickirch Parent 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), Zurickirch Parent will certify in writing to such person that it is in compliance with rule 144 current public information requirement to enable such person to sell such person's ’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 Zurickirch's Parent’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 Zurickirch Parent and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, Zurickirch Parent will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 8.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Acquisition Agreement (Lighttouch Vein & Laser Inc)

Sales of Securities Under Rule 144, If Applicable. (a) Zurickirch Isdera 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 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 Zurickirch as of the date of this Agreement Isdera 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), Zurickirch Isdera will certify in writing to such person that it is in compliance with rule Rule 144 current public information 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 Zurickirch's Isdera’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 Zurickirch and its counsel that such transfer has complied with the requirements of rule Rule 144, as the case may be, Zurickirch Isdera will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of rule Rule 144. As , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of Zurickirch as of the date of this Agreement, as well as those receiving Zurickirch Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Appears in 1 contract

Samples: Share Exchange Agreement (Isdera North America, Inc.)

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