Common use of Securities Law Restrictions Clause in Contracts

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (i) 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 (ii) that an exemption from registration is available under the Securities Act and the rules promulgated by the Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares unless, prior thereto (ia) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Founder Shares proposed to be transferred shall then be effective, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of (“Transfer”) all or any part of the Shares unless, prior thereto (ia) 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 (iib) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that an exemption from such registration is available under not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Units unless, prior thereto (ia) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Units proposed to be transferred shall then be effective, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that an exemption from such registration is available under not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to offer, sell, transfer, pledge, hypothecate pledge or otherwise dispose of all or any part of the Shares unless, prior thereto (i) a registration statement on the appropriate form Securities unless registered under the Securities Act and and, if applicable, the securities laws of any applicable state securities laws with respect or other jurisdiction or in the absence of such registration upon delivery to the Shares proposed Company of an opinion of counsel satisfactory to be transferred shall then be effective, or (ii) the Company that an exemption from such registration is available under the Securities Act and the rules promulgated by the Commission thereunder and is in compliance with all applicable state securities lawsnot required.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Note or the Shares unless, prior thereto (ia) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Note or the Shares proposed to be transferred shall then be effective, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission (“SEC”) thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (i) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares Securities proposed to be transferred shall then be effective, effective or (ii) the Company has received an opinion of counsel for the Company that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Commission SEC thereunder and is in compliance with under all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) Subscriber has received prior written consent of the Company, (b) 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, effective or (iic) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Commission SEC thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto thereto, (ia) 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, effective or (iib) the Company has received an opinion from counsel, reasonably satisfactory to the Company, that an exemption registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Each Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (ia) 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, effective or (iib) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission (“SEC”) thereunder and is in compliance with all applicable state securities laws.

Securities Law Restrictions. The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Series B Shares unless, prior thereto (ia) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Series B Shares proposed to be transferred shall then be effective, effective or (iib) the Company has received an opinion from counsel reasonably satisfactory to the Company, that an exemption such registration is not required because such transaction is exempt from registration is available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and is in compliance with all applicable state securities laws.