Transfer of Securities After Registration. The Purchaser agrees that it will not effect any disposition of the Securities (including any Warrant Shares) or its right to purchase the Securities (including any Warrant Shares) that would constitute a sale within the meaning of the Securities Act or any applicable state securities laws, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.
Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except:
(i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or
(ii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.
Transfer of Securities After Registration. Each Purchaser, severally and not jointly, agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, unless:
(a) pursuant to a registration statement then in effect covering such disposition, if such disposition is made in accordance with such; or
(b) the Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, or other evidence, reasonably satisfactory to the Company, that such disposition will not require registration of such Registrable Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to and in compliance with Rule 144, and will not require (i) that such holder furnish the Company with a reasonably detailed statement of the circumstances of the proposed disposition or (ii) an opinion of counsel except in unusual circumstances.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser
(A) that is a partnership to its partners or former partners in accordance with partnership interests, (B) that is a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) that is a corporation to its majority owned subsidiaries or affiliates or (D) that is an individual or a trustee of a trust to the Purchaser's family members, any trust for the benefit of such Purchaser or his or her family members, or an entity whose equity owners consist solely of the Purchaser and his or her family members; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if such transferee were an original Purchaser hereunder.
Transfer of Securities After Registration. Each Purchaser hereby ----------------------------------------- covenants with the Company not to make any sale of the Shares, the Warrant or the Warrant Shares except either (i) in accordance with the Registration Statement, in which case such Purchaser covenants to comply with the requirement of delivering a current prospectus, (ii) in accordance with Rule 144, in which case such Purchaser covenants to comply with Rule 144, or (iii) in accordance with another exemption from the registration requirements of the Securities Act. The legend set forth in Section 9.2 will be removed from a certificate representing the Securities following and in connection with any sale of the Securities pursuant to subsection (i) or (ii) hereof, but not in connection with any sale of Shares pursuant to subsection (iii) hereof, and also will be removed at such time that the Securities may be sold under Rule 144 without restriction as to volume and manner of sale.
Transfer of Securities After Registration. Each Purchaser, severally and not jointly, hereby covenants with the Company not to make any sale of the Shares, the Warrants, the Penalty Warrants or the Warrant Shares except either (i) in accordance with the Registration Statement, in which case Purchaser covenants to comply with the requirement of delivering a current prospectus, (ii) in accordance with Rule 144, in which case such Purchaser covenants to comply with Rule 144, or (iii) in accordance with another exemption from the registration requirements of the Securities Act. The legend set forth in Section 9.2 will be removed from a certificate representing the Securities following and in connection with any sale of the Securities pursuant to subsection (i) or (ii) hereof, but not in connection with any sale of Shares pursuant to subsection (iii) hereof, and also will be removed at such time that the Securities may be sold under Rule 144 without restriction as to volume and manner of sale.
Transfer of Securities After Registration. The Company Shareholders agree that they will not effect any disposition of the Merger Shares that would constitute a sale within the meaning of the Securities Act in violation of the Securities Act and that they will promptly notify Parent of any changes in the information set forth in the Registration Statement regarding the Company Shareholders as provided by the Company Shareholders in writing to Parent or their plan of distribution.
Transfer of Securities After Registration. 9 7.4 Indemnification................................................................................ 9 7.5 Termination of Conditions and Obligations...................................................... 11 7.6
Transfer of Securities After Registration. (a) Each Investor agrees that it will not effect any disposition of the Shares or Warrant Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statements referred to in Section 6.3 or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.
(b) Notwithstanding anything to the contrary in this Agreement, if at any time and from time to time after the first date of effectiveness of the Registration Statement the Company notifies the Investors in writing of the existence of a Potential Material Event, the Investors and any other persons who hold shares of Common Stock registered pursuant to Section 6.3 shall not offer or sell any shares of Common Stock, or engage in any other transaction involving or relating to the Common Stock, from the time of the giving of such notice until the earliest to occur of (a) the public disclosure by the Company of the Potential Material Event, (b) receipt of written notice from the Company that such Potential Material Event no longer exists, or (c) the date 20 days after the date of the notice of such Potential Material Event. The Company may exercise its right to notify the Investors of the existence of a Potential Material Event pursuant to this Section 6.4(b) only twice.
(c) For purposes of this Agreement, "Potential Material Event" shall mean any of the following: (a) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information would be detrimental to the business and affairs of the Company and that the registration statement would be materially misleading absent the inclusion of such information; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information.
Transfer of Securities After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares or the Warrants that would constitute a sale within the Securities Act, except:
(i) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the transfer agent accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix III attached hereto, (B) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and (C) to the effect that (1) the Shares have been sold in accordance with the Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or
(ii) pursuant to the provisions of Regulation S under the Securities Act; or
(iii) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act. For purposes of this Section 9.2, the term "Purchaser" shall also refer to the Placement Agent.
Transfer of Securities After Registration. The Purchaser agrees that it will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except:
(a) pursuant to the Registration Statement, in which case the Purchaser shall submit the certificates evidencing the Shares to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (i) in the form of Appendix I attached hereto, (ii) executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, and
