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

Transfer of Shares After Registration; Notice. Each 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. Each 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 SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus, provided, however, that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days. The foregoing provisions of this Section 9.4 shall in no manner diminish or otherwise impair the Company’s obligations under Section 9.2 and Section 9.3 hereof.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc)

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Transfer of Shares After Registration; Notice. Each Purchaser Participant 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, unless a valid exemption from registration under the Securities Act is available. Each Purchaser Participant 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 SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Purchaser Participant 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 Purchaser Participant written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Participant notice that the Purchaser Participant may thereafter effect sales pursuant to said prospectus, provided, however, that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days. The foregoing provisions of this Section 9.4 9.5 shall in no manner diminish or otherwise impair the Company’s obligations under Section 9.2 and Section 9.3 9.4 hereof.

Appears in 1 contract

Samples: Subscription Agreement (SteadyMed Ltd.)

Transfer of Shares After Registration; Notice. Each 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. Each 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 SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Purchaser 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 Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus, provided, however, that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days. The foregoing provisions of this Section 9.4 shall in no manner diminish or otherwise impair the Company’s 's obligations under Section 9.2 and Section 9.3 hereof.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc)

Transfer of Shares After Registration; Notice. Each 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. Each 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 SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Purchaser 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 Purchaser Purchasers written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Purchasers notice that the Purchaser Purchasers may thereafter effect sales pursuant to said prospectus, provided, however, that the Company shall not suspend the use of said prospectus more than two times once in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days. The foregoing provisions of this Section 9.4 9.5 shall in no manner diminish or otherwise impair the Company’s obligations under Section 9.2 and Section 9.3 hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)

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Transfer of Shares After Registration; Notice. Each Purchaser Participant 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 (or any exemption therefrom) to be satisfied, unless a valid exemption from registration under the Securities Act is available. Each Purchaser Participant 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 SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. If an event shall occur that causes the Registration Statement to contain an untrue statement or requires the suspension the Registration Statement, the Company shall give prompt notice thereof to each Participant, but in no event later than on the same day. Each Purchaser Participant 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 Purchaser Participant written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser Participant notice that the Purchaser Participant may thereafter effect sales pursuant to said prospectus, provided, however, that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days. The foregoing provisions of this Section 9.4 9.5 shall in no manner diminish or otherwise impair the Company’s obligations under Section 9.2 and Section 9.3 9.4 hereof.

Appears in 1 contract

Samples: Subscription Agreement (SteadyMed Ltd.)

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