Termination of Conditions and Obligations. The conditions imposed by Section 5 or this Section 7 upon the transferability of Registrable Securities shall cease and terminate as to any particular number of Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Cell Pathways Holdings Inc), Purchase Agreement (Cell Pathways Holdings Inc), Purchase Agreement (Cell Pathways Holdings Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 8 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (nFinanSe Inc.), Securities Purchase Agreement (nFinanSe Inc.), Securities Purchase Agreement (Polymedix Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or 8 of the Purchase Agreement, Section 6 of the Amendment and this Section 7 4 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Prides Capital Partners, LLC), Registration Rights Agreement (Ediets Com Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 Agreement upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ediets Com Inc), Registration Rights Agreement (Prides Capital Partners, LLC), Registration Rights Agreement (Ediets Com Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 Article 2 or this Section 7 Article 5 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 10 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Shelf Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (BCC Acquisition Ii LLC), Common Stock Purchase Agreement (Diametrics Medical Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 6 or this Section 7 12 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Shelf Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Rights Exchange Agreement (Medarex Inc), Rights Exchange Agreement (BCC Acquisition I LLC)
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 5.10 or this Section 7 7.3 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when upon the earlier of (i) the passage of one year from the effective date of the Registration Statement covering such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or (ii) at such time as an opinion of counsel satisfactory in form and substance to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Flagstar Bancorp Inc), Purchase Agreement (Flagstar Bancorp Inc)
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 3.7 or this Section 7 5.3 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when upon the earlier of (i) the passage of one year from the Closing Date or unwinding of the Escrow Account following a Failure Event, as the case may be, covering such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or (ii) at such time as an opinion of counsel satisfactory in form and substance to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Doral Financial Corp), Stock Purchase Agreement (Doral Financial Corp)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 4 or this Section 7 6 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Novatel Wireless Inc), Preferred Stock and Warrant Purchase Agreement (Cornerstone Equity Investors Iv Lp)
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 or this Section 7 upon the transferability of Registrable the Securities shall cease and terminate as to any particular number of Registrable the Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with Securities may be sold under Rule 144 or under another exemption from registration under the Securities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Viisage Technology Inc), Securities Purchase Agreement (Viisage Technology Inc)
Termination of Conditions and Obligations. The obligations and conditions precedent imposed by Section this paragraph 5 or this Section 7 upon the transferability of Registrable Securities shall cease and terminate as to any particular number of Registrable such Restricted Securities when (a) such Registrable Securities securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the Registration Statement, or registration statement covering such securities and (b) at such time as an opinion of counsel satisfactory with respect to the Company free transferability shall have been rendered pursuant to the effect that such conditions are not necessary in order to comply with the Securities Actparagraph 5.
Appears in 2 contracts
Samples: Capital Stock Investment Agreement (Aehr Test Systems), Registration Rights Amendment (Aehr Test Systems)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 8 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Shelf Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Convertible Senior Secured Fixed Rate Notes (Bay City Capital Management LLC), Note Purchase Agreement (Diametrics Medical Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 4 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ediets Com Inc), Registration Rights Agreement (Prides Capital Partners, LLC)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 7 of the Securities Purchase Agreement or this Section 7 4 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Prides Capital Partners, LLC), Registration Rights Agreement (Ediets Com Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Warburg Pincus Private Equity Viii L P), Stock Purchase Agreement (Synaptic Pharmaceutical Corp)
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 or this Section 7 2.6 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or at such time as an opinion of counsel reasonably satisfactory to the Company Peoples shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.. [Note: Shares sold under the Registration Statement do not fall within the definition of Registrable Securities]
Appears in 2 contracts
Samples: Registration Rights Agreement (Peoples Bancorp Inc), Registration Rights Agreement (Peoples Bancorp Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Odyssey Marine Exploration Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 11 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Shelf Registration Statement, Statement covering such Registrable Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 1 contract
Samples: Put Option and Stock Purchase Agreement (Diametrics Medical Inc)
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 or this Section 7 6 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when upon the passage of twenty-four months from the effective date of the Registration Statement covering such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or at such time as an opinion of counsel reasonably satisfactory in form and substance to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Kupper Parker Communications Inc)
Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of Registrable the Securities shall cease and terminate as to any particular number of Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, Statement covering such Securities or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 1 contract
Termination of Conditions and Obligations. The conditions restrictions imposed by Section 5 5.9 or this Section 7 7.2 upon the transferability of the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement, or at such time as an opinion of counsel satisfactory in form and substance to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (BioLineRx Ltd.)