Securities Act Restrictions. (a) The certificates representing the Executive Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer. (c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
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Securities Act Restrictions. The Registrable Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Holders shall not, directly or through others, offer or sell any Registrable Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registrable Securities other than pursuant to an effective Registration Statement, the Holder seeking to transfer Registrable Securities shall notify the Company of such transfer and the Company may require the Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (aincluding written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Executive Shares Registrable Securities may bear a legend (and the Company's share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be, or are to be transferred in a manner that results in their ceasing to be, Registrable Securities. The legend will bear be in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, AND OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN AT ANY TIME WITHOUT EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERSubject to the provisions of this Section 13, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder in order to facilitate a lawful transfer or dispose of at any Executive time after such Shares (except pursuant cease to an effective be Registrable Securities or are exempt from registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Cole Credit Property Trust III, Inc.)
Securities Act Restrictions. The acquisition by each Purchaser of the Series A Preferred Shares and the Warrants acquired by it shall constitute a confirmation of the representations and warranties made by each such Purchaser as at the date of such acquisition. Each of the Purchasers further represents that it understands and agrees that, until registered under the Securities Act of 1933, as amended (athe "Securities Act") The or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission (the "SEC"), all certificates representing evidencing any of the Executive Shares will or the Warrants shall bear the following a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD SOLD, ASSIGNED MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERREQUIRED FOR SUCH SALE, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGETRANSFER OR ASSIGNMENT."
(b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Fastnet Corp)
Securities Act Restrictions. The Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (athe "Act") The certificates representing or other applicable securities laws and are being or will be issued by reason of a specific exemption from the Executive registration provisions of the Act and applicable state securities laws that depend upon, among other matters, the bona fide nature of the investment intent and the accuracy of the representations of the Holder as expressed herein. In addition to the other restrictions contained herein or in the Registration Rights Agreement (as defined in Section 7.3 hereof), the Holder of this Warrant agrees and covenants that it will not offer to sell, exchange, transfer, pledge, or otherwise dispose of any of the Warrant or the Warrant Shares will bear unless said Warrant or said Warrant Shares (as the case may be) are then registered under the Act and the applicable securities laws of any state or jurisdiction, or an exemption from such registration and qualification is available. This Warrant hereby is, and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act and the applicable securities laws) shall be, stamped or imprinted with a legend in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. NO OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES MAY BE EFFECTED UNLESS THERE ARE (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN i) EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE ISSUER COMPANY, THAT REGISTRATION IS SUCH REGISTRATIONS ARE NOT REQUIRED. , OR (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES; AND UNLESS THERE IS COMPLIANCE WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERWERE ISSUED, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEDIRECTLY OR INDIRECTLY."
(b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of " Said legend shall be removed by the Company, or any securities convertible into or exchangeable or exercisable upon the request of the Holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. The Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent with respect to the certificates for the Warrant Shares subject to such securitieslegend. Further, during the seven days prior to Holder hereby agrees that this Warrant and the 90 days after the date on which Warrant Shares shall also bear such other legends as may be required by any registration statement covering applicable state or other securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Actlaws.
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Securities Act Restrictions. (a) The certificates representing Registrable Shares are restricted securities under the Executive Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares Securities Act and may sell, transfer not be offered or dispose of any Executive Shares (sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, no Holder shall, directly or through others, offer or sell any Registrable Shares except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. So long as Registrable Shares are held in certificated form or book- entry with a restrictive legend, then prior to any transfer of those Registrable Shares other than pursuant to an effective registration statement, such Holder shall notify the Company of such transfer and the Company may require such Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations or an opinion of counsel) without first delivering as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement (and the Purchase Agreement). The legend on any Shares covered by this Agreement shall be removed if (i) such Shares are sold pursuant to an effective registration statement, (ii) a registration statement covering the resale of such Shares is effective under the Securities Act and the applicable Holder of such Share delivers to the Company an opinion of counsel reasonably acceptable a representation letter in form and substance reasonably satisfactory to the Company agreeing that such Shares will be sold only under such effective registration statement or in compliance with Rule 144 or another exemption from registration under the Securities Act is not required in connection with Act, (iii) if such transfer.
(cShares may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act, or (iv) such Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the holder of such Shares has provided all necessary documentation and evidence (which may include an opinion of counsel) and agreed to such other procedures as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable Holder of Shares covered by this Agreement to effect removal of the legend on such Shares pursuant to this Section 10 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 10; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such Xxxxxx with respect to delivering the legal opinion to the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Occidental Petroleum Corp /De/)
Securities Act Restrictions. (a) The Registerable Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Holders shall not, directly or through others, offer or sell any Registerable Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registerable Securities other than pursuant to an effective Registration Statement, the Holder seeking to transfer Registerable Securities shall notify the Company of such transfer and the Company may require the Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registerable Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Executive Shares Registerable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be, or are to be transferred in a manner that results in their ceasing to be, Registerable Securities. The legend will bear be in substantially the following legendform: "“THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE "ACT"), AND SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXXPLAN OF REORGANIZATION, DATED AS OF JANUARY 1JUNE 12, 19952013, A COPY OF WHICH BY AND AMONG ASCEND ACQUISITION CORP., ASCEND MERGER SUB, LLC, ASCEND MERGER SUB, INC., KITARA MEDIA, LLC, NEW YORK PUBLISHING GROUP, INC. AND THOSE CERTAIN SECURITYHOLDERS PARTY THERETO (AS IT MAY BE OBTAINED AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE “MERGER AGREEMENT”). THE MERGER AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE SHARES SUBJECT TO SUCH MERGER AGREEMENT. NO TRANSFER, SALE, DISTRIBUTION, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR INDIRECTLY, MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE MERGER AGREEMENT. THE HOLDER HEREOF AT OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL SUCH COMPANY'S PRINCIPAL PLACE PROVISIONS OF BUSINESS WITHOUT CHARGETHE MERGER AGREEMENT."
(b) No holder ” Subject to the provisions of Executive Shares may sellthis Section 13, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder in order to facilitate a lawful transfer or dispose of at any Executive Shares (except pursuant time after such shares cease to an effective be Registerable Securities or are exempt from registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Ascend Acquisition Corp.)
Securities Act Restrictions. (a) The Xxxxxxx Trust agrees that all certificates or other instruments representing the Executive Shares Acquisition Interests will initially bear a legend substantially to the following legendeffect: "THE SECURITIES LLC INTERESTS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) OR PURSUANT TO ANY STATE SECURITIES LAW, AND MAY NOT CANNOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY EXEMPTION TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. REQUIREMENTS UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS ACT AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. THE RULES AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEREGULATIONS THEREUNDER IS AVAILABLE."
(b) No holder Upon the reasonable request of Executive Shares may sellthe Xxxxxxx Trust, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration at a time when such legend is no longer required under the Securities Act is not required and applicable state laws, the Company shall cause the legend to be removed from any certificate for any Acquisition Interests to be transferred by the Xxxxxxx Trust in connection accordance with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution the terms of any equity securities relevant lock-up agreement upon the receipt by the Company of an opinion of counsel, certification and/or other information reasonably satisfactory to the Company, or any securities convertible into or exchangeable or exercisable for such securities, during . The Xxxxxxx Trust acknowledges that the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective Acquisition Interests have not been registered under the Securities ActAct or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Acquisition Interests, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.
Appears in 1 contract
Samples: Registration Rights Agreement (Macquarie Infrastructure Co LLC)
Securities Act Restrictions. (a) The certificates representing the Executive Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, ,HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXXXXXXXXXXX, DATED AS OF JANUARY 1JUNE _, 19951994, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Securities Act Restrictions. (a) The certificates representing the Executive Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXX X. XXXXXXX, DATED AS OF JANUARY 1JUNE __, 19951994, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Securities Act Restrictions. (a) The certificates representing Purchaser acknowledges that the Executive Shares will bear may not be, and Purchaser agrees that they shall not be, sold except pursuant to an effective registration statement and compliance with applicable securities legislation or an exemption from such registration and applicable securities legislation under said statutes. Purchaser agrees that the following legendlegends have been or will be placed on any certificate(s) or other document(s) evidencing the Shares reflecting the restrictions on transfer of the Shares described herein: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND/OR HAVE BEEN PURCHASED FROM OR ARE HELD BY A PERSON THAT MAY BE DEEMED AN AFFILIATE OF THE "ACT"), COMPANY UNDER APPLICABLE SECURITIES LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERPurchaser agrees that such legends will be placed on any new certificate(s) or other document(s) issued upon presentment by Purchaser of certificate(s) or other document(s) for transfer, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEENas permitted hereunder. Purchaser agrees that it will not, AMONG OTHERSdirectly or indirectly, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXXassign, DATED AS OF JANUARY 1transfer, 1995offer, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, transfer pledge, hypothecate or otherwise dispose of all or any Executive part of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Shares) except pursuant to an effective in accordance with the registration statement under the Securities Act) without first delivering to the Company an opinion provisions of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required or an exemption from such registration provisions, with any applicable state or other securities laws and with the terms of this Agreement or take any action that would restrict the availability of any securities exemption relied upon by Seller in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public the sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior Shares to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities ActPurchaser.
Appears in 1 contract
Securities Act Restrictions. The Registerable Securities are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective Registration Statement or an available exemption from registration under the Securities Act. Accordingly, the Holders shall not, directly or through others, offer or sell any Registerable Securities except pursuant to a Registration Statement as contemplated herein or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Registerable Securities other than pursuant to an effective Registration Statement, the Holder seeking to transfer Registerable Securities shall notify the Company of such transfer and the Company may require the Holder to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (aincluding written representations or an opinion of counsel) as the Company may reasonably request. The Company may impose stop-transfer instructions with respect to any Registerable Securities that are to be transferred in contravention of this Agreement. Any certificates representing the Executive Shares Registerable Securities may bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be, or are to be transferred in a manner that results in their ceasing to be, Registerable Securities. The legend will bear be in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, AND OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN AT ANY TIME WITHOUT EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT AND LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERSubject to the provisions of this Section 14, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, the Company will replace any such legended certificates with unlegended certificates promptly upon request by any Holder in order to facilitate a lawful transfer or dispose of at any Executive Shares (except pursuant time after such shares cease to an effective be Registerable Securities or are exempt from registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Fifth Third Bancorp)
Securities Act Restrictions. (a) The Each Investor agrees that all certificates or other instruments representing the Executive Shares Purchased Securities will bear a legend substantially to the following legend: "effect:
(1) THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. SUCH LAWS.
(2) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL TRANSFER AND OTHER RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXXINVESTMENT AGREEMENT, DATED AS OF JANUARY 1AUGUST 20, 19952008, A COPY COPIES OF WHICH MAY BE OBTAINED BY ARE ON FILE WITH THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE SECRETARY OF BUSINESS WITHOUT CHARGETHE ISSUER."
(b) No holder Upon the reasonable request of Executive Shares may sellan Investor, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration at a time when such legend is no longer required under the Securities Act is not required in connection with such transfer.
and applicable state laws, the Company shall promptly cause clause (c1) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or legend to be removed from any securities convertible into or exchangeable or exercisable certificate for any Purchased Securities to be Transferred by such securities, during Investor in accordance with the seven days prior to and the 90 days after the date on which any registration statement covering securities terms of the relevant Investment Agreement, upon the receipt by the Company of an opinion of counsel, certification and/or other information reasonably satisfactory to the Company; and clause (whether a primary or secondary offering2) becomes effective of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in the relevant Investment Agreement. Each Investor acknowledges that the Purchased Securities have not been registered under the Securities ActAct or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Purchased Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.
Appears in 1 contract
Securities Act Restrictions. (a) The Investor agrees that all certificates or other instruments representing the Executive Merger Shares will bear a legend substantially to the following legendeffect: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGELAWS."
(b) No holder Upon the reasonable request of Executive Shares may sellthe Investor, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration at a time when such legend is no longer required under the Securities Act is not required in connection with such transfer.
(c) Each holder and applicable state laws, the Company shall promptly cause the legend to be removed from any certificate for any Merger Shares to be Transferred by the Investor upon the receipt by the Company of Executive Shares agrees not an opinion of counsel, certification and/or other information reasonably satisfactory to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during . The Investor acknowledges that the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective Merger Shares have not been registered under the Securities ActAct or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Merger Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.
Appears in 1 contract
Samples: Registration Rights Agreement (Avatech Solutions Inc)
Securities Act Restrictions. (a) The certificates representing the Executive Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________MARCH 31, 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXXXXXXXX X. XXXXXX, DATED AS OF JANUARY 1MARCH 31, 19951997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder of Executive Shares may sell, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the Securities Act is not required in connection with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective under the Securities Act.
Appears in 1 contract
Securities Act Restrictions. (a) The Each Holder agrees that all certificates or other instruments representing the Executive Shares Acquisition Interests will initially bear a legend substantially to the following legendeffect: "THE SECURITIES COMMON STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT")”) OR PURSUANT TO ANY STATE SECURITIES LAW, AND MAY NOT CANNOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY EXEMPTION TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. REQUIREMENTS UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS ACT AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. THE RULES AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT SUCH COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEREGULATIONS THEREUNDER IS AVAILABLE."
(b) No holder of Executive Shares may sell, transfer or dispose Upon the reasonable request of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration Holder, at a time when such legend is no longer required under the Securities Act is not required and applicable state laws, the Company shall cause the legend to be removed from any certificate for any Acquisition Interests to be transferred by such Holder in connection accordance with such transfer.
(c) Each holder of Executive Shares agrees not to effect any public sale or distribution the terms of any equity securities relevant lock-up agreement upon the receipt by the Company of an opinion of counsel, certification and/or other information reasonably satisfactory to the Company. Each of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during Holders acknowledges that the seven days prior to and the 90 days after the date on which any registration statement covering securities of the Company (whether a primary or secondary offering) becomes effective Acquisition Interests have not been registered under the Securities ActAct or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Acquisition Interests, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.
Appears in 1 contract
Samples: Registration Rights Agreement (Macquarie Infrastructure Corp)
Securities Act Restrictions. (a) The Each Investor agrees that all certificates or other instruments representing the Executive Shares Merger Securities will bear a legend substantially to the following legend: "effect:
(1) THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON __________________, INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF AN EFFECTIVE EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. SUCH LAWS.
(2) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERMAY BE TRANSFERRED ONLY IN ACCORANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE INVESTOR, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE AGREEMENT BETWEEN, AMONG OTHERS, GLOBAL IMAGING SYSTEMS INC. AND XXXXXXX XXXXXXX, DATED AS OF JANUARY 1, 1995, A COPY COPIES OF WHICH MAY BE OBTAINED BY ARE ON FILE WITH THE HOLDER HEREOF AT SUCH SECRETARY OF THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) No holder Upon the reasonable request of Executive Shares may sellan Investor, transfer or dispose of any Executive Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration at a time when such legend is no longer required under the Securities Act is not required in connection with such transfer.
and applicable state laws, the Company shall promptly cause clause (c1) Each holder of Executive Shares agrees not to effect any public sale or distribution of any equity securities of the Company, or legend to be removed from any securities convertible into or exchangeable or exercisable certificate for any Merger Securities to be Transferred by such securities, during Investor in accordance with the seven days prior to and the 90 days after the date on which any registration statement covering securities terms of the relevant Lock-up Agreement upon the receipt by the Company of an opinion of counsel, certification and/or other information reasonably satisfactory to the Company; and clause (whether a primary or secondary offering2) becomes effective of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in the relevant Lock-up Agreement. Each Investor acknowledges that the Merger Securities have not been registered under the Securities ActAct or under any state securities laws and agrees that it will not sell or otherwise dispose of any of the Merger Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.
Appears in 1 contract
Samples: Registration Rights Agreement (Marina Biotech, Inc.)