Common use of Transfer of Shares After Registration; Notice Clause in Contracts

Transfer of Shares After Registration; Notice. The Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement shall be permitted for more than 120 days during any 12 month period. The foregoing provisions of this Section 2.3 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.1

Appears in 4 contracts

Samples: Registration Rights Agreement (Hull James Mitchell), Valuestar Corporation Registration Rights Agreement (Valuestar Corp), Securities Purchase Agreement (Hull James Mitchell)

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Transfer of Shares After Registration; Notice. The Each Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Each Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder prior written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder prior written notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement postponements shall be permitted for more than 120 one hundred eighty (180) days in the aggregate during any 12 month period. The foregoing provisions of this Section 2.3 4 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.12.

Appears in 3 contracts

Samples: Registration Rights Agreement (Enova Systems Inc), Registration Rights Agreement (Enova Systems Inc), Registration Rights Agreement (Enova Systems Inc)

Transfer of Shares After Registration; Notice. The Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Holder hereby covenants that it will not sell any Registrable Shares pursuant to said Registration Rights Agreement prospectus during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement shall be permitted for more than 120 90 days during any 12 month period. The foregoing provisions of this Section 2.3 2.5 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.1Sections 2.1 and 2.2 above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Burst Com)

Transfer of Shares After Registration; Notice. The Each Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Each Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder prior written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder prior written notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement postponements shall be permitted for more than 120 one hundred twenty (120) days in the aggregate during any 12 month period. The foregoing provisions of this Section 2.3 4 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.12.

Appears in 1 contract

Samples: Registration Rights Agreement (Enova Systems Inc)

Transfer of Shares After Registration; Notice. The Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement shall be permitted for more than 120 90 days during any 12 month period. The foregoing provisions of this Section 2.3 2.4 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.1.

Appears in 1 contract

Samples: Registration Rights Agreement (Instant Video Technologies Inc)

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Transfer of Shares After Registration; Notice. The Each Holder hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Each Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Each Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder prior written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder prior written notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement postponements shall be permitted for more than 120 one hundred twenty (120) days in the aggregate during any 12 month period. The foregoing provisions of this Section 2.3 4 shall in no manner diminish or otherwise impair the Company's ’s obligations under Section 2.12.

Appears in 1 contract

Samples: Registration Rights Agreement (Jagen Pty LTD)

Transfer of Shares After Registration; Notice. The Holder Purchaser hereby covenants with the Company not to make any sale of the Registrable Shares after registration without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. The Holder Purchaser acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the CommissionSEC, or until such time as the Company has filed an appropriate report with the Commission SEC pursuant to the Exchange Act. The Holder Purchaser hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus or pursuant to Regulation S during the period commencing at the time at which the Company gives the Holder Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder Purchaser notice that the Holder Purchaser may thereafter effect sales pursuant to said prospectus; provided, however, that no such postponement shall be permitted for more than 120 days during any 12 month period. The foregoing provisions of this Section 2.3 9.4 shall in no manner diminish or otherwise impair the Company's obligations under Section 2.19.2 hereof. The Purchaser further covenants that it will provide the Company three business days' notice of a proposed sale of one hundred thousand (100,000) or more Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)

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