Common use of Securities Law Transfer Restrictions Clause in Contracts

Securities Law Transfer Restrictions. The Investor shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Securities being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act, or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by the Investor of an opinion of counsel satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. The Investor acknowledges and agrees that the Company is neither obligated, nor has the present intention, to register the Securities for resale pursuant to a registration statement filed with the Commission. Further, the Company is not obligated to take any action for the specific purpose of enabling the Investor to sell the Securities without registration under the Securities Act in reliance on the exemptions provide by Rule 144. Any transfer or purported transfer of the Securities in violation of this Agreement shall be voidable by the Company. The Company shall not register any transfer of the Securities in violation of this Agreement. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Agreement.

Securities Law Transfer Restrictions. The Investor Purchaser shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Securities Shares being purchased by it the Purchaser hereunder, except pursuant to (i) pursuant to an effective registration statement under the Securities Act, Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by the Investor such Purchaser of an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. The Investor acknowledges and agrees , provided, however, that any such opinion of the Purchaser’s counsel shall be entitled to rely on a letter from the Company’s counsel certifying that the Company is neither obligatednot then a shell company, nor as that term is defined in Section 12b-2 of the Exchange Act and has met the present intention, to register information requirements in Rule 144 such that the Securities for resale pursuant to a registration statement filed with the Commission. Further, the Company is not obligated to take any action for the specific purpose of enabling the Investor to sell the Securities without registration under the Securities Act Shares may be resold in reliance on the exemptions provide by Rule 144. Any transfer or purported transfer of the Securities Shares in violation of this Agreement Section 7.1 shall be voidable by the Company. The Company shall not register any transfer of the Securities Shares in violation of this AgreementSection 7.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this AgreementSection 7.1.

Securities Law Transfer Restrictions. The Investor Purchaser shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Securities Shares being purchased by it the Purchaser hereunder, except pursuant to (i) pursuant to an effective registration statement under the Securities Act, Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by the Investor such Purchaser of an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. The Investor acknowledges and agrees , provided, however, that any such opinion of the Purchaser's counsel shall be entitled to rely on a letter from the Company's counsel certifying that the Company is neither obligatednot then a shell company, nor as that term is defined in Section 12b-2 of the Exchange Act and has met the present intention, to register information requirements in Rule 144 such that the Securities for resale pursuant to a registration statement filed with the Commission. Further, the Company is not obligated to take any action for the specific purpose of enabling the Investor to sell the Securities without registration under the Securities Act Shares may be resold in reliance on the exemptions provide by Rule 144. Any transfer or purported transfer of the Securities Shares in violation of this Agreement Section 7.1 shall be voidable by the Company. The Company shall not register any transfer of the Securities Shares in violation of this AgreementSection 7.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this AgreementSection 7.1.