Common use of Securities Act Restrictions Clause in Contracts

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, Seller shall not, directly or through others, offer or sell any Registrable Securities except pursuant to a Registration Statement or pursuant to an exemption from, or a transaction not subject to, registration under the Securities Act. Any certificates representing the Registrable Securities may bear a legend (and Purchaser’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 as evidenced to the reasonable satisfaction of the Purchaser. Subject to the provisions of this Section, Purchaser shall replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to Purchaser or its designee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Securities.

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, Seller the Holder shall not, directly or through others, offer or sell any Registrable Securities except pursuant to a Registration Statement or pursuant to an exemption from, or a transaction not subject to, registration under the Securities Act. Any certificates representing the Registrable Securities may bear a legend (and Purchaserthe 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 as evidenced to the reasonable satisfaction of the PurchaserCompany. Subject to the provisions of this Section, Purchaser the Company shall replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to Purchaser the Company or its designee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Securities.