Securities Law Compliance; Restrictions on Shares Sample Clauses

Securities Law Compliance; Restrictions on Shares. Each Shareholder and each other holder of Stock Options or Company Common Stock acknowledges receipt of the Tyler Commission Filing, this Agreement and the Tyler Disclosure Schedule and the opportunity to ask questions of and receive answers from representatives of the management of Tyler concerning the terms and conditions of the transactions contemplated hereby and to obtain all additional information that Tyler possesses or could acquire without unreasonable expense that is necessary to verify the accuracy of information furnished to him, and acknowledges and agrees: (a) The shares of Tyler Common Stock to be received by him as a result of the Merger have not been registered under the Securities Act or any applicable state securities law; (b) He is acquiring the shares so to be received in the Merger for his own account and not with a view to the distribution or resale thereof and will not sell, pledge, hypothecate, or otherwise transfer the shares unless they are registered under the Securities Act and applicable state securities laws unless, prior thereto, he shall have delivered to Tyler an opinion, in form and substance reasonably satisfactory to Tyler, of counsel experienced and competent in federal securities laws and acceptable to Tyler, to the effect that an exemption from registration is available therefor; (c) Except as otherwise provided in this Agreement, Tyler has no obligation to register any sales or transfers of the shares so received by him; (d) During the year after the Merger, he will not be able to sell, transfer, or otherwise dispose of the shares so received unless, prior thereto, the Shareholder shall have delivered to Tyler an opinion, in form and substance reasonably satisfactory to Tyler, of counsel experienced and competent in federal securities laws and acceptable to Tyler, to the effect that an exemption from registration under the Securities Act and applicable state securities laws is at the time available (unless registered as elsewhere provided in this Agreement), and thereafter any sales, transfers, or other dispositions may be limited by the provisions of Rule 144 under the Securities Act (or by other rules then in effect); (e) In view of the foregoing, he understands that he is at economic risk with respect to his investment in the shares so received in the Merger;
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Securities Law Compliance; Restrictions on Shares. Each Shareholder and each other holder of Stock Options or Company Common Stock acknowledges receipt of the Tyler Commission Filing, this Agreement and the Tyler Disclosure Schedule and the opportunity to ask questions of and receive answers from representatives of the management of Tyler concerning the terms and conditions of the transactions contemplated hereby and to obtain all additional information that Tyler possesses or could acquire without unreasonable expense that is necessary to verify the accuracy of information furnished to him, and acknowledges and agrees:
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Securities Law Compliance; Restrictions on Shares. Xxxxx represents and warrants, and covenants to Outback and OSI that:
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Securities Law Compliance; Restrictions on Shares. At the Closing, the Shareholders shall obtain and deliver to Outback and OSI the written agreement of each Shareholder (except that OSI acknowledges and agrees that the Shareholders shall not be required and may not be able to obtain an agreement from Shareholders who exercise their dissenter's rights under applicable State Law), wherein such Shareholder shall: (i) acknowledge receipt of this Agreement and all schedules and exhibits and the documents furnished to the Entities and the Shareholders pursuant to SECTION 5.8 and the opportunity to ask questions of and receive answers from representatives of the management of OSI concerning the terms and conditions of the transactions contemplated hereby and to obtain all additional information that OSI possesses or could acquire without unreasonable expense that is necessary to verify the accuracy of information furnished to him and (ii) acknowledge and agree that:
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Securities Law Compliance; Restrictions on Shares. At the Closing, Grappo shall obtain and deliver to Outback and OSI the written agreement of each Shareholder of NSC (except that OSI acknowledges and agrees that Grappo shall not be required and may not be able to obtain such agreement from Shareholders who exercise their dissenter's rights under applicable state law), wherein such Shareholder shall:
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Related to Securities Law Compliance; Restrictions on Shares

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws By acceptance of this Warrant, the Holder agrees to comply with the following:

  • Securities Laws Restrictions The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Securities Law Transfer Restrictions By taking and holding this Warrant, the Holder (i) acknowledges that neither this Warrant nor any shares of Common Stock that may be issued upon exercise of this Warrant have been registered under the Securities Act or any applicable state securities or blue sky law (collectively, "Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of this Warrant, and agrees not to sell, transfer or otherwise dispose of any such shares of Common Stock without registration unless the sale, transfer or disposition of such shares can be effected without registration and in compliance with the Securities Laws; and (iii) agrees not to sell, transfer or otherwise dispose of this Warrant or any portion thereof or interest therein except as otherwise expressly permitted herein. No part of this Warrant or any portion thereof or interest therein may be transferred, whether voluntarily, involuntarily or by operation of law, except to a Permitted Transferee as hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee that (a)(i) is an entity as to which the Holder is the beneficial owner of at least a majority of the equity therein and the Holder has voting control thereover, (ii) is a member of the Holder's family or a trust for the benefit of an individual Holder or (iii) a successor by inheritance or intestate succession to any interest in this Warrant or any portion thereof and (b) accepts by written instrument reasonably acceptable to the Company each of the terms and conditions that govern this Warrant. Any certificate for shares of Common Stock issued upon exercise of this Warrant shall bear an appropriate legend describing the foregoing restrictions, unless such shares of Common Stock have been effectively registered under the applicable Securities Laws.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Compliance with Securities Laws on Transfer This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

  • Delivery of Shares Compliance With Securities Laws Etc The Company will not be obligated to deliver any shares of Common Stock or to remove restriction from shares previously delivered (i) until all conditions of the option have been satisfied or removed, (ii) until, in the opinion of Company's counsel, all applicable federal and state laws and regulations have been complied with, (iii) if the outstanding Common Stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance, and (iv) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • General Restrictions on Use Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

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