Common use of Termination of Conditions and Obligations Clause in Contracts

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares 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 5 contracts

Samples: Purchase Agreement (Clayton Williams Energy Inc /De), Purchase Agreement (Sirna Therapeutics Inc), Purchase Agreement (Roxio Inc)

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Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 Sections 7, 8 and 10 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of and any legend on the Shares pursuant to will be removed by the Registration Statement, (iiCompany) the sale of the at such time as such Shares pursuant to Rule 144 have been effectively registered under the Securities Act and sold or (iii) otherwise disposed of in accordance with the passage intended method of two (2) years from the effective date of disposition set forth in the Registration Statement covering such Shares Shares, upon the passage of two years from the Closing Date, 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 3 contracts

Samples: Purchase Agreement (Cerus Corp), Purchase Agreement (Silicon Graphics Inc), Purchase Agreement (Kana Software Inc)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of the such Shares pursuant to the a Registration Statement, (ii) the sale of the such Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory in form and substance to the Company and the Purchaser 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 (Ameriserv Financial Inc /Pa/), Purchase Agreement (Ameriserv Financial Inc /Pa/)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Purchase Shares upon the earliest passage of twenty-four months from the purchase of such Shares by UBS Limited, as to occur any particular number of (i) the sale Additional Shares upon the passage of twenty-four months from the issuance of such Shares to UBS-LB or as to any particular number of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares 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. At such time, the Company's obligation to maintain an effective Registration Statement with respect to such Shares shall cease.

Appears in 2 contracts

Samples: Purchase Agreement (Highwoods Properties Inc), Purchase Agreement (Prentiss Properties Trust/Md)

Termination of Conditions and Obligations. The conditions precedent restrictions imposed by Section 5 or this Section 7 upon the transferability of the Shares (as well as the Option Shares) shall cease and terminate as to any particular number of the Shares (as well as the Option Shares) upon the earliest to occur earlier of (i) the sale of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares Registrable Securities (unless the Purchaser is then, or at was during the preceding three months, an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company and (ii) 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 (Babyuniverse, Inc.), Stock Purchase Agreement (Babyuniverse, Inc.)

Termination of Conditions and Obligations. The conditions precedent restrictions imposed by Section 5 or this Section 7 upon the transferability of the Securities and the Warrant Shares shall cease and terminate as to any particular number of the Shares or Warrant Shares upon the earliest to occur of (i) the sale of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Securities or Warrant Shares to the extent such Shares or Warrant Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act 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 (Copper Mountain Networks Inc)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 Sections 7, 8 and 9 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of and any legend on the Shares pursuant to will be removed by the Registration Statement, (iiCompany) the sale of the at such time as such Shares pursuant to Rule 144 have been effectively registered under the Securities Act and sold or (iii) otherwise disposed of in accordance with the passage intended method of two (2) years from the effective date of disposition set forth in the Registration Statement covering such Shares Shares, upon the passage of two years from the Closing Date, 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 (Cerus Corp)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Purchase Shares upon the earliest passage of twenty-four months from the purchase of such Shares by UBS-Portfolio, as to occur any particular number of (i) the sale Additional Shares upon the passage of twenty-four months from the issuance of such Shares to UBS-LB or as to any particular number of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares 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. At such time, the Company's obligation to maintain an effective Registration Statement with respect to such Shares shall cease.

Appears in 1 contract

Samples: Purchase Agreement (Crescent Real Estate Equities Inc)

Termination of Conditions and Obligations. The conditions precedent ----------------------------------------- imposed by Section 5 or this Section 7 6 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon on the earliest to occur of date all such Shares (i) are eligible for sale under Rule 144(k), (ii) have been effectively registered under the sale Securities Act and sold or otherwise disposed of in accordance with the Shares pursuant to intended method of disposition set forth in the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares or at such time as Company receives 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: Stock Purchase Agreement (Fusion Medical Technologies Inc)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 Sections 7, 8 and 10 upon the transferability of the Shares shall cease and terminate as to any particular number of Shares (and the legend on the Shares upon will be removed by the earliest to occur of (iCompany) the sale of the at such time as such Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 have been effectively registered under the Securities Act and sold or (iii) otherwise disposed of in accordance with the passage intended method of two (2) years from the effective date of disposition set forth in the Registration Statement covering such Shares Shares, upon the passage of two years from the Closing Date, 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 (Overland Storage Inc)

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Termination of Conditions and Obligations. The conditions precedent restrictions imposed by Section 5 or this Section 7 upon the transferability of the Conversion Shares shall cease and terminate as to any particular number of the Shares Conversion Shares, as applicable, upon the earliest to occur of (i) the sale of the Shares Conversion Shares, as applicable, pursuant to the Registration Statement, (ii) the sale of the Shares Conversion Shares, as applicable, pursuant to Rule 144 under the Securities Act Act, or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares 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: Series Aa Stock Purchase Agreement (110 Media Group, Inc.)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 Sections 5, 6.2 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of the when such Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 shall have been effectively registered under the Securities Act and sold or (iii) otherwise disposed of in accordance with the passage intended method of two (2) years from the effective date of disposition set forth in the Registration Statement covering such Shares 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. No such opinion of counsel shall be required in connection with transfers pursuant to Rule 144 promulgated under the Securities Act except in unusual circumstances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Adolor Corp)

Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of the when such Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 shall have been effectively registered under the Securities Act and sold or (iii) otherwise disposed of in accordance with the passage intended method of two (2) years from the effective date of disposition set forth in the Registration Statement covering such Shares, at the time such Shares are eligible for sale pursuant to Rule 144(b)(1) 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. The Company shall be entitled to require an opinion of counsel reasonably satisfactory to it to such effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Exact Sciences Corp)

Termination of Conditions and Obligations. The conditions precedent restrictions imposed by Section 5 or this Section 7 8 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur earlier of (i) the sale of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or (iii) the passage of two (2) years from the effective date of the Registration Statement covering such Shares Registrable Securities (unless the Buyer is then, or at was during the preceding three months, an affiliate (as defined in Rule 144 promulgated under the Securities Act) of the Company and (ii) 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: Securities Purchase Agreement (Pulse Evolution Corp)

Termination of Conditions and Obligations. The conditions precedent restrictions imposed by Section SECTION 5 or this Section 7 SECTION 8 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the earliest to occur of (i) the sale of the Shares pursuant to the Registration Statement, (ii) the sale of the Shares pursuant to Rule 144 under the Securities Act or Act, and (iii) the passage of two five (25) years from the effective date of the Registration Statement covering such Shares Closing Date 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 (Sport Supply Group, Inc.)

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