Common use of Transfer of Securities After Shelf Registration Clause in Contracts

Transfer of Securities After Shelf Registration. Each Purchaser or Holder of a Note agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, except: (a) pursuant to the Shelf Registration Statement, in which case the transferring Purchaser or Holder of a Note shall submit the certificates evidencing the Registrable Securities to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix I attached hereto, (B) executed by an officer of, or other authorized person designated by, such Purchaser or Holder of a Note, and (C) to the effect that (1) the Registrable Securities have been sold in accordance with the Shelf Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (b) in a transaction exempt from registration under the Securities Act.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Diametrics Medical Inc), Note Purchase Agreement (Diametrics Medical Inc)

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Transfer of Securities After Shelf Registration. Each Purchaser or Holder of a Note agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, except: (a) pursuant to the Shelf Registration Statement, in which case the transferring Purchaser or Holder of a Note shall submit the certificates evidencing the Registrable Securities to the Company's ’s transfer agent, accompanied by a separate "Purchaser's ’s Certificate" (A) in the form of Appendix I attached hereto, (B) executed by an officer of, or other authorized person designated by, such Purchaser or Holder of a Note, and (C) to the effect that (1) the Registrable Securities have been sold in accordance with the Shelf Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (b) in a transaction exempt from registration under the Securities Act.

Appears in 1 contract

Samples: Convertible Senior Secured Fixed Rate Notes (Bay City Capital Management LLC)

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Transfer of Securities After Shelf Registration. Each Purchaser or Holder of a Note agrees that it will not effect any disposition of the Registrable Securities that would constitute a sale within the meaning of the Securities Act, except: (a) pursuant to the Shelf Registration Statement, in which case the transferring Purchaser or Holder of a Note shall submit the certificates evidencing the Registrable Securities to the Company's transfer agent, accompanied by a separate "Purchaser's Certificate" (A) in the form of Appendix APPENDIX I attached hereto, (B) executed by an officer of, or other authorized person designated by, such Purchaser or Holder of a Note, and (C) to the effect that (1) the Registrable Securities have been sold in accordance with the Shelf Registration Statement and (2) the requirement of delivering a current prospectus has been satisfied; or (b) in a transaction exempt from registration under the Securities Act.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (BCC Acquisition Ii LLC)

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