Common use of Securities Laws Restrictions Clause in Contracts

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.

Appears in 162 contracts

Samples: Unit and Restricted Share Subscription Agreement (Plum Acquisition Corp, IV), Unit Subscription Agreement (FACT II Acquisition Corp.), Unit Subscription Agreement (FACT II Acquisition Corp.)

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Securities Laws Restrictions. The Purchaser Investor 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.

Appears in 9 contracts

Samples: Warrant Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.)

Securities Laws Restrictions. The In addition to any restrictions contained herein, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (ai) 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 effective, or (bii) the Company shall have received that an opinion exempt from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with available under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and the transfer is made in accordance with all applicable state securities laws.

Appears in 5 contracts

Samples: Unit Subscription Agreement (Bison Capital Acquisition Corp.), Unit Subscription Agreement (Bison Capital Acquisition Corp.), Unit Subscription Agreement (Bison Capital Acquisition Corp)

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, 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.

Appears in 4 contracts

Samples: Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Plutonian Acquisition Corp.)

Securities Laws Restrictions. The Each 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.

Appears in 4 contracts

Samples: Unit Subscription Agreement (Plum Acquisition Corp, IV), Unit Subscription Agreement (Plum Acquisition Corp, IV), Unit Subscription Agreement (Chenghe Acquisition II Co.)

Securities Laws Restrictions. The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities or Restricted 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 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.

Appears in 3 contracts

Samples: Unit and Restricted Share Subscription Agreement (FACT II Acquisition Corp.), Unit and Restricted Share Subscription Agreement (FACT II Acquisition Corp.), Unit and Restricted Share Subscription Agreement (FACT II Acquisition Corp.)

Securities Laws Restrictions. The Purchaser Bxxxxxx 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.

Appears in 2 contracts

Samples: Unit Purchase Agreement (ROI Acquisition Corp.), Unit Purchase Agreement (ROI Acquisition Corp.)

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 Companycounsel, 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.

Appears in 2 contracts

Samples: Private Placement Unit Subscription Agreement (Expectation Acquisition Corp), Private Placement Unit Subscription Agreement (Flag Ship Acquisition Corp)

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.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Constellation Alpha Capital Corp.), Unit Subscription Agreement (Constellation Alpha Capital Corp.)

Securities Laws Restrictions. The Purchaser Each of the Purchasers 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.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Infinity Cross Border Acquisition Corp), Warrant Purchase Agreement (Infinity Cross Border Acquisition Corp)

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Securities Laws Restrictions. The Purchaser Subscriber 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.

Appears in 2 contracts

Samples: Private Placement Units Purchase Agreement (Sunfire Acquisition Corp LTD), Private Placement Units Purchase Agreement (Sunfire Acquisition Corp LTD)

Securities Laws Restrictions. The Purchaser agrees Existing Shareholders agree 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 SEC thereunder and with all applicable state securities laws.

Appears in 1 contract

Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)

Securities Laws Restrictions. The Purchaser Each Subscriber 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 SEC thereunder and with all applicable state securities laws.

Appears in 1 contract

Samples: Warrant Subscription Agreement (Nautilus Marine Acquisition Corp)

Securities Laws Restrictions. The Purchaser Xxxxxxx 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.

Appears in 1 contract

Samples: Unit Purchase Agreement (ROI Acquisition Corp.)

Securities Laws Restrictions. The Purchaser agrees Purchasers agree severally, and not jointly, 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.

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Keyarch Acquisition Corp)

Securities Laws Restrictions. The Purchaser agrees Each of the Investors agree 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 SEC thereunder and with all applicable state securities laws.

Appears in 1 contract

Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)

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