Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 42 contracts

Samples: Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (Novo Integrated Sciences, Inc.), Securities Purchase Agreement (Novo Integrated Sciences, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 23 contracts

Samples: Securities Purchase Agreement (NightFood Holdings, Inc.), Securities Purchase Agreement (Odyssey Health, Inc.), Securities Purchase Agreement (Growlife, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 17 contracts

Samples: Securities Purchase Agreement (Foothills Exploration, Inc.), Securities Purchase Agreement (RDE, Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 15 contracts

Samples: Securities Purchase Agreement (Alzamend Neuro, Inc.), Securities Purchase Agreement (Alzamend Neuro, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 13 contracts

Samples: Securities Purchase Agreement (iCoreConnect Inc.), Securities Purchase Agreement (Blue Star Foods Corp.), Securities Purchase Agreement (iCoreConnect Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Air Brook Airport Express Inc), Securities Purchase Agreement (Textechnologies, Inc.), Securities Purchase Agreement (Solar Night Industries, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Clean Energy Technologies, Inc.), Securities Purchase Agreement (Clean Energy Technologies, Inc.), Securities Purchase Agreement (Clean Energy Technologies, Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company (“Standard Liquidated Damages Amount”). If the Company elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required~~ issued at the Conversion Price at the time of payment. Notwithstanding anything herein to ~~provide~~ the contrary, in the event the Company ~~with~~ has to pay the Standards Liquidated Damages Amount pursuant to any provision of this Agreement, the Buyers shall first have to give the Company advance written notice ~~thereof or otherwise make any delivery~~ of such breach and in such event, the Company shall have 30 days from the receipt of such notice to cure such breach before the Standard Liquidated Damages Amount shall be due and payable to the ~~Company pursuant to this Agreement or otherwise~~Buyers.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/)

Appears in 6 contracts

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise. The Buyer understands and agrees that the Securities will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Buyer may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Buyer understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Securities.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Avalon GloboCare Corp.), Securities Purchase Agreement (Avalon GloboCare Corp.), Securities Purchase Agreement (Avalon GloboCare Corp.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a ~~bona fide~~ bonafide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company (“Standard Liquidated Damages Amount”). If the Company elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required~~ issued at the Conversion Price at the time of payment. Notwithstanding anything herein to ~~provide~~ the contrary, in the event the Company ~~with~~ has to pay the Standards Liquidated Damages Amount pursuant to any provision of this Agreement, the Buyers shall first have to give the Company advance written notice ~~thereof or otherwise make any delivery~~ of such breach and in such event, the Company shall have 30 days from the receipt of such notice to cure such breach before the Standard Liquidated Damages Amount shall be due and payable to the ~~Company pursuant to this Agreement or otherwise~~Buyers.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate securities transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities ~~laws~~ laws, except with respect to that certain Piggy- Back Registration Rights Agreement in the form attached hereto as Exhibit B (“Registration Rights Agreement”), or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 4 contracts

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Hammer Fiber Optics Holdings Corp), Securities Purchase Agreement (Hammer Fiber Optics Holdings Corp), Securities Purchase Agreement (Better for You Wellness, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("Standard Liquidated Damages Amount"). If the Company elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required~~ issued at the Conversion Price at the time of payment. Notwithstanding anything herein to ~~provide~~ the contrary, in the event the Company ~~with~~ has to pay the Standards Liquidated Damages Amount pursuant to any provision of this Agreement, the Buyers shall first have to give the Company advance written notice ~~thereof or otherwise make any delivery~~ of such breach and in such event, the Company shall have 30 days from the receipt of such notice to cure such breach before the Standard Liquidated Damages Amount shall be due and payable to the ~~Company pursuant to this Agreement or otherwise~~Buyers.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Safeguard Security Holdings, Inc.), Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any ~~re-~~re- sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/), Securities Purchase Agreement (Home Bistro, Inc. /NV/)

Transfer or Re-sale. ~~The~~ Such Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) ~~the~~ such Buyer shall have delivered to the Company, at the cost of ~~the Company~~such Buyer (except as set forth herein), an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope reasonably acceptable to such Company’s transfer agent and customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company if it is acceptable to the Company’s transfer agent, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of ~~the~~ such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, as verified by XxxxxxXxxxxxxx.xxx or using another method selected by the Company, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and ~~the~~ such Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel that shall be in ~~form,~~ form and substance reasonably acceptable to the Company’s transfer agent and ~~scope~~ customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company if it is acceptable to the Company’s transfer agent; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and ~~the~~ such Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.), Securities Purchase Agreement (CLS Holdings USA, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1900 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tego Cyber, Inc.), Securities Purchase Agreement (Tego Cyber, Inc.), Securities Purchase Agreement (Tego Cyber, Inc.)

Transfer or Re-sale. The ~~Buyer~~ Investor understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ Investor shall have delivered to the Company, at the cost of the ~~Company~~Investor, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Investor who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other ~~applicable exemption~~available exemption from the registration requirements of the Securities Act, or (e) the Securities are sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Investor shall have delivered to the Company, at the cost of the ~~Company~~Investor, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an ~~underwriter~~ “underwriter” (as that term is defined in by Section 2(a)(11) of the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Mphase Technologies Inc), Securities Purchase Agreement (Slinger Bag Inc.), Securities Purchase Agreement (Greater Cannabis Company, Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require ~~compliance with~~ compxxxxxx xith some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in cash or shares at the option of the Company ("Standard Liquidated Damages Amount"). If the Company elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required~~ issued at the Conversion Price at the time of payment. Notwithstanding anything herein to ~~provide~~ the contrary, in the event the Company ~~with~~ has to pay the Standards Liquidated Damages Amount pursuant to any provision of this Agreement, the Buyers shall first have to give the Company advance written notice ~~thereof or otherwise make any delivery~~ of such breach and in such event, the Company shall have 30 days from the receipt of such notice to cure such breach before the Standard Liquidated Damages Amount shall be due and payable to the ~~Company pursuant to this Agreement or otherwise~~Buyers.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Advanced BioPhotonics Inc.), Securities Purchase Agreement (Luna Technologies International Inc), Securities Purchase Agreement (Safetek International Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Digerati Technologies, Inc.), Securities Purchase Agreement (Jerrick Media Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require ~~compliance~~ cxxxxxxxxx with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Wellstar International, Inc.), Securities Purchase Agreement (Wellstar International, Inc.), Securities Purchase Agreement (Wellstar International, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been ~~and is not being~~ registered under the 1933 Act or any applicable state securities ~~laws~~laws as of the date of this Agreement, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be ~~accepted by~~ reasonably acceptable for the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~2(h) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S promulgated under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be ~~accepted by~~ reasonably acceptable for the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) other than set forth herein or in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise. The Buyer understands and agrees that the Securities will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, the Buyer may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Buyer understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (La Rosa Holdings Corp.), Securities Purchase Agreement (La Rosa Holdings Corp.)

Transfer or Re-sale. ~~The Buyer~~ Each of the Acquired Companies Shareholders understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ Acquired Companies Shareholders shall have delivered to ~~the Company~~Corrective Biotechnologies, at the cost of the ~~Company~~Acquired Companies Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by ~~the Company~~Corrective Biotechnologies, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Acquired Companies Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is are an Accredited Investor, or (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”)~~144, and the ~~Buyer~~ Acquired Companies Shareholders shall have delivered to ~~the Company~~Corrective Biotechnologies, at the cost of the ~~Company~~Acquired Companies Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by ~~the Company~~Corrective Biotechnologies; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither ~~the Company~~ Corrective Biotechnologies nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Vivos Therapeutics, Inc.), Share Exchange Agreement (Vivos Therapeutics, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of three percent (3%) of the outstanding amount of the Note per trading day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vicapsys Life Sciences, Inc.), Securities Purchase Agreement (EzFill Holdings Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3( f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 2 contracts

Samples: Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (1847 Holdings LLC)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Adial Pharmaceuticals, Inc.), Securities Purchase Agreement (Adial Pharmaceuticals, L.L.C.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be ~~in form~~inform, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.), Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 2 contracts

Samples: Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (1847 Holdings LLC)

Transfer or Re-sale. The ~~Buyer~~ Company understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Equity Consideration has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the ~~Securities~~ Equity Consideration may not be transferred unless (a) the ~~Securities~~ Equity Consideration are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Company shall have delivered to the ~~Company, at the cost of the Company,~~ Buyer an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Equity Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the ~~Company~~Buyer, (c) the ~~Securities~~ Equity Consideration are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the ~~Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor~~Company, (d) the ~~Securities~~ Equity Consideration are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Equity Consideration are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the ~~Buyer~~ Company shall have delivered to the ~~Company, at the cost of the Company,~~ Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the ~~Company~~Buyer; (ii) any sale of such ~~Securities~~ Equity Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Equity Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the ~~Company~~ Buyer nor any other person is under any obligation to register such ~~Securities~~ Equity Consideration under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption ~~thereunder (in each case)~~thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Equity Consideration may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwiseas collateral.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Forex International Trading Corp.), Securities Purchase Agreement (Forex International Trading Corp.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the reasonable cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the reasonable cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mobiquity Technologies, Inc.), Securities Purchase Agreement (Mobiquity Technologies, Inc.)

Transfer or Re-sale. ~~The Buyer~~ Each of the SRM Shareholders understands that (i) the sale or ~~resale~~ re- sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ SRM Shareholders shall have delivered to the Company, at the cost of the ~~Company~~SRM Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ SRM Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ SRM Shareholders shall have delivered to the Company, at the cost of the ~~Company~~SRM Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Stock Exchange Agreement (Vinco Ventures, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, not to exceed $300 per opinion, an opinion of counsel reasonably acceptable to the Company that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. Any opinion of counsel shall be accompanied by documentation relating to the opinion. If the Company has any objections to the opinion of counsel, the Company shall advise the seller of such objection within two (2) business days after the receipt of the opinion and supporting documentation. In the event that the Company unreasonably fails to accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities ~~shall not be deemed~~ pursuant to ~~be a transfer~~an exemption from registration, ~~sale~~ such as Rule 144 or ~~assignment~~ Regulation S, within three (3) business days of delivery of the ~~Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery~~ opinion to the Company ~~pursuant~~ (or, if the Company raises questions concerning the opinion, three (3) business days after the Buyer’s counsel shall have resolved any questions raised by the Company, the Company shall pay to ~~this Agreement~~ the Buyer liquidated damages of three and one half percent (3.5%) of the outstanding amount of applicable Note per day plus accrued and unpaid interest on such Note, prorated for partial months, in cash or ~~otherwise~~shares at the option of the Buyer up to a maximum of 20% of the then outstanding principal amount of the Note (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (NutriBand Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, ~~substance~~ substance, and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, ~~sale~~ sale, or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (INVO Bioscience, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1900 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of one percent (1%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (nDivision Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be ~~in form~~inform, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Legacy Education Alliance, Inc.)

Transfer or Re-sale. ~~The Buyer~~ Each of the EAI Shareholders understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ EAI Shareholders shall have delivered to the Company, at the cost of the ~~Company~~EAI Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ EAI Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ EAI Shareholders shall have delivered to the Company, at the cost of the ~~Company~~EAI Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Share Exchange Agreement (Recall Studios, Inc.)

Transfer or Re-sale. The ~~Buyer~~ Purchaser understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Common Stock and the Warrants has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the ~~Securities~~ Offered Units may not be transferred unless (a) the ~~Securities~~ Common Stock or the Warrants are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Offered Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company, (c) the ~~Securities~~ Offered Units are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Purchaser who agrees to sell or otherwise transfer the ~~Securities~~ Offered Units only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the ~~Securities~~ Offered Units are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Offered Units are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company; (ii) any sale of such ~~Securities~~ Offered Units made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Offered Units under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Offered Units under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arkados Group, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ludwig Enterprises, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer (except as set forth herein), an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope reasonably acceptable to the Company’s transfer agent and customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company if it is acceptable to the Company’s transfer agent, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in ~~form,~~ form and substance reasonably acceptable to the Company’s transfer agent and ~~scope~~ customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company if it is acceptable to the Company’s transfer agent; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (CLS Holdings USA, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; and (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aditxt, Inc.)

Transfer or Re-sale. The ~~Buyer~~ Purchaser understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Offered Units has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the ~~Securities~~ Offered Units may not be transferred unless (a) the ~~Securities~~ Offered Units are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Offered Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company, (c) the ~~Securities~~ Offered Units are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Purchaser who agrees to sell or otherwise transfer the ~~Securities~~ Offered Units only in accordance with this Section ~~2(f~~2(g) and who is an Accredited Investor, (d) the ~~Securities~~ Offered Units are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Offered Units are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company; (ii) any sale of such ~~Securities~~ Offered Units made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Offered Units under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Offered Units under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arkados Group, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cannapharmarx, Inc.)

Transfer or Re-sale. ~~The Buyer~~ Each of the ONC Shareholders understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ ONC Shareholders shall have delivered to the Company, at the cost of the ~~Company~~ONC Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ ONC Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ ONC Shareholders shall have delivered to the Company, at the cost of the ~~Company~~ONC Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Share Exchange Agreement (Quint Media Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the ~~Company~~Company in its reasonable discretion, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at ~~the cost of the Company~~its own cost, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the ~~Company~~Company in its reasonable discretion; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (DPW Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that the Certificate of Designation has transfer restrictions and provisions and furthermore, (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, ~~(b)~~ the Buyer shall have delivered to ~~the Company, at the cost of~~ the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion ~~shall~~ must be ~~accepted by~~ reasonably acceptable to the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate securities transactions, which opinion ~~shall~~ must be ~~accepted by~~ reasonably acceptable to the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Transfer or Re-sale. ~~The Buyer~~ PFH understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ PFH Shareholders shall have delivered to the Company, at the cost of the ~~Company~~PFH Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ PFH Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ PFH Shareholders shall have delivered to the Company, at the cost of the ~~Company~~PFH Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Merger Agreement (Kalahari Greentech Inc.)

Transfer or Re-sale. ~~The Buyer~~ Optionee understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Option, the Option Shares (collectively, the “Securities”) has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ Optionee shall have delivered to the Company, at the cost of the ~~Company~~Optionee, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Optionee who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Optionee shall have delivered to the Company, at the cost of the ~~Company~~Optionee, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such the Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such the Securities under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Stock Option Agreement (Bitech Technologies Corp)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (NovAccess Global Inc.)

Transfer or Re-sale. ~~The~~ Such Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) ~~the~~ such Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of ~~the~~ such Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and ~~the~~ such Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and ~~the~~ such Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Edison Nation, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel ~~(which may be~~ reasonably satisfactory to the ~~Legal Counsel Opinion (as defined below))~~ Company’s transfer agent that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees in writing to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel reasonably satisfactory to the Company’s transfer agent that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account with a registered broker dealer or other ~~lending~~ loan or financing arrangement secured by the ~~Securities, and such pledge of Securities shall not be deemed to be~~ securities with a ~~transfer, sale or assignment of~~ financial institution that is an “accredited investor” as defined in Rule 510(a) under the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwiseAct.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nuo Therapeutics, Inc.)

Appears in 1 contract

Samples: Securities Purchase Agreement (Electromedical Technologies, Inc)

Transfer or Re-sale. ~~The Buyer~~ Each of the PEC Shareholders understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ PEC Shareholders shall have delivered to the Company, at the cost of the ~~Company~~PEC Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ PEC Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ PEC Shareholders shall have delivered to the Company, at the cost of the ~~Company~~PEC Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Share Exchange Agreement (Pulse Evolution Corp)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. Unless advised by counsel to the Borrower that the opinion of counsel does not comply with federal or state securities laws, in the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Rebel Holdings Inc)

Appears in 1 contract

Samples: Securities Purchase Agreement (Worthington Energy, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (NovAccess Global Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Electromedical Technologies, Inc)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be pay the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price (as defined in the Note) at the time of payment. Notwithstanding the ~~foregoing~~ foregoing, in the event that the lack of acceptance is due to errors or ~~anything else contained herein to the contrary~~legal deficiencies in said opinion of counsel, ~~the Securities may be pledged in connection with a bona fide margin account~~ no such liquidated damages are due or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisepayable.

Appears in 1 contract

Samples: Securities Purchase Agreement (NextTrip, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of one percent (1%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (nDivision Inc.)

Transfer or Re-sale. The ~~Buyer~~ Purchaser understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3.2(g) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (LGBTQ Loyalty Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate securities transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities ~~laws~~ laws, except with respect to that certain Piggy-Back Registration Rights Agreement in the form attached hereto as Exhibit B (“Registration Rights Agreement”), or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Appears in 1 contract

Samples: Securities Purchase Agreement (Foothills Exploration, Inc.)

Transfer or Re-sale. The ~~Buyer~~ Purchaser understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Common Stock and the Warrants has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the ~~Securities~~ Offered Units may not be transferred unless (a) the ~~Securities~~ Common Stock or the Warrants are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Offered Units to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company, (c) the ~~Securities~~ Offered Units are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Purchaser who agrees to sell or otherwise transfer the ~~Securities~~ Offered Units only in accordance with this Section ~~2(f~~2(g) and who is an Accredited Investor, (d) the ~~Securities~~ Offered Units are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Offered Units are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Purchaser shall have delivered to the Company, at the cost of the ~~Company~~Purchaser, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company; (ii) any sale of such ~~Securities~~ Offered Units made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Offered Units under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Offered Units under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Offered Units may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arkados Group, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; and (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthcare Integrated Technologies Inc.)

Transfer or Re-sale. ~~The Buyer~~ Such EAI Shareholder understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Shares has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities ~~laws~~Laws, and the ~~Securities~~ Exchange Shares may not be transferred unless (a) the ~~Securities~~ Exchange Shares are sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) ~~the Buyer~~ such EAI Shareholder shall have delivered to the Company, at the cost of ~~the Company~~such EAI Shareholder, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities~~ Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of ~~the Buyer~~ such EAI Shareholder who agrees to sell or otherwise transfer the ~~Securities~~ Exchange Shares only in accordance with this Section ~~2(f)~~ 3.05 and who is an Accredited Investor, (d) the ~~Securities~~ Exchange Shares are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Exchange Shares are sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and ~~the Buyer~~ such EAI Shareholder shall have delivered to the Company, at the cost of ~~the Company~~such EAI Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Shares under circumstances in which the seller (or the ~~person~~ Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the ~~SEC~~ Units States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) except as otherwise set forth herein, neither the Company nor any other ~~person~~ Person is under any obligation to register such ~~Securities~~ Exchange Shares under the ~~1933~~ Securities Act or any state securities ~~laws~~ Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Closing Share Exchange Agreement (Recall Studios, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation ~~S under~~ Sxxxxx the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Organicell Regenerative Medicine, Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; and (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Futuris Co)

Transfer or Re-sale. ~~The Buyer~~ Each of the Urban Planet Shareholders understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ Urban Planet Shareholders shall have delivered to the Company, at the cost of the ~~Company~~Urban Planet Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Urban Planet Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Urban Planet Shareholders shall have delivered to the Company, at the cost of the ~~Company~~Urban Planet Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Share Exchange Agreement (Sibling Group Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~1000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (CIPHERLOC Corp)

Transfer or Re-sale. ~~The Buyer~~ Each of the SRM Shareholders understands that (i) the sale or ~~resale~~ re sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ SRM Shareholders shall have delivered to the Company, at the cost of the ~~Company~~SRM Shareholders, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ SRM Shareholders who ~~agrees~~ agree to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ SRM Shareholders shall have delivered to the Company, at the cost of the ~~Company~~SRM Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Stock Exchange Agreement (Jupiter Wellness, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the ~~Company;~~ Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC ~~thereunder;~~ thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Visium Technologies, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel ~~(which may be~~ reasonably satisfactory to the ~~Legal Counsel Opinion (as defined below))~~ Company’s transfer agent that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees in writing to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the ~~Company~~Buyer, an opinion of counsel reasonably satisfactory to the Company’s transfer agent that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account with a registered broker dealer or other ~~lending~~ loan or financing arrangement secured by the ~~Securities, and such pledge of Securities shall not be deemed to be~~ securities with a ~~transfer, sale or assignment of~~ financial institution that is an “accredited investor” as defined in Rule 510(a) under the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.Act

Appears in 1 contract

Samples: Securities Purchase Agreement (Nuo Therapeutics, Inc.)

Transfer or Re-sale. ~~The Buyer~~ Such TARGET Shareholder understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Shares has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities ~~laws~~Laws, and the ~~Securities~~ Exchange Shares may not be ~~transferred~~ Transferred unless (a) the ~~Securities~~ Exchange Shares are sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) ~~the Buyer~~ such TARGET Shareholder shall have delivered to the Company, at the cost of ~~the Company~~such TARGET Shareholder, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the ~~Securities~~ Exchange Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of ~~the Buyer~~ such TARGET Shareholder who agrees to sell or otherwise transfer the ~~Securities~~ Exchange Shares only in accordance with this Section ~~2(f)~~ 3.05 and who is an Accredited Investor, (d) the ~~Securities~~ Exchange Shares are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Exchange Shares are sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and ~~the Buyer~~ such TARGET Shareholder shall have delivered to the Company, at the cost of ~~the Company~~such TARGET Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such ~~Securities~~ Exchange Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Shares under circumstances in which the seller (or the ~~person~~ Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the ~~SEC~~ Units States Securities and Exchange Commission (the “SEC”) thereunder; and (iii) except as otherwise set forth herein, neither the Company nor any other ~~person~~ Person is under any obligation to register such ~~Securities~~ Exchange Shares under the ~~1933~~ Securities Act or any state securities ~~laws~~ Laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Shares may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured by~~ arrangement. Furthermore and for avoidance of any doubt, TARGET Shareholder can transfer any amount of the ~~Securities~~Exchange Shares to The Native SA, a Swiss listed company, at any time and at no further cost to any of the TARGET Shareholder, The Native SA or the Company, and ~~such pledge of Securities shall not be deemed~~ provided The Native SA agrees to ~~be a transfer, sale or assignment of~~ comply with the ~~Securities hereunder,~~ same Transfer and ~~the Buyer~~ Re-Sale restrictions set forth in ~~effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to~~ this ~~Agreement or otherwise~~Section herein.

Appears in 1 contract

Samples: Share Exchange and Purchase Agreement (Pulse Evolution Group, Inc.)

Transfer or Re-sale. ~~The Buyer~~ Each Seller understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Exchange Consideration has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, and the ~~Securities~~ Exchange Consideration may not be transferred unless (a) the ~~Securities are~~ Exchange Consideration is sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the ~~Buyer~~ Sellers shall have delivered to ~~the Company~~SPIN, at the cost of the ~~Company~~Sellers, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Exchange Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by ~~the Company~~SPIN, (c) the ~~Securities are~~ Exchange Consideration is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Sellers who agrees to sell or otherwise transfer the ~~Securities~~ Exchange Consideration only in accordance with this Section ~~2(f)~~ and who is an Accredited Investor, (d) the ~~Securities are~~ Exchange Consideration is sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities are~~ Exchange Consideration is sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Sellers shall have delivered to ~~the Company~~SPIN, at the cost of the ~~Company~~Sellers, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by ~~the Company~~SPIN; (ii) any sale of such ~~Securities~~ Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Exchange Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither ~~the Company~~ SPIN nor any other person is under any obligation to register such ~~Securities~~ Exchange Consideration under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Exchange Consideration may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Share Exchange Agreement (Spine Injury Solutions, Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be ~~in form~~inform, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Legacy Education Alliance, Inc.)

Transfer or Re-sale. The Buyer understands that (i) except as provided in the Registration Rights Agreement, the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be~~ reasonably acceptable to the ~~Legal Counsel Opinion (as defined below))~~ Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (~~“Rule~~ "RULE 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (~~“Regulation~~ "REGULATION S”"), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel reasonably acceptable to the Company and its counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be ~~accepted by~~ reasonably acceptable to the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the ~~1933 Act~~ 0000 Xxt or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case, other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept without a reasonable basis the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities ~~shall not be deemed~~ pursuant to ~~be a transfer~~an exemption from registration, ~~sale~~ such as Rule 144 or ~~assignment~~ Regulation S, within five (5) business days of delivery of the ~~Securities hereunder~~opinion to the Company, ~~and~~ the Company shall pay to the Buyer liquidated damages of two percent (2%) of the outstanding amount of the Notes per month plus accrued and unpaid interest on the Notes, prorated for partial months, in ~~effecting~~ cash or shares at the option of the Company ("STANDARD LIQUIDATED DAMAGES AMOUNT"). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such ~~pledge of Securities~~ shares shall be ~~not required~~ issued at the Conversion Price (as defined in the Notes) at the time of payment. Notwithstanding anything herein to ~~provide~~ the contrary, in the event the Company ~~with~~ has to pay the Standard Liquidated Damages Amount pursuant to any provision of this Agreement, the Buyers shall first have to give the Company advance written notice ~~thereof or otherwise make any delivery~~ of such breach and in such event, the Company shall have 30 days from the receipt of such notice to cure such breach before the Standard Liquidated Damages Amount shall be due and payable to the ~~Company pursuant to this Agreement or otherwise~~Buyers.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kiwa Bio-Tech Products Group Corp)

Transfer or Re-sale. The ~~Buyer~~ Lender understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Lender shall have delivered to the Parent Company, at the cost of the ~~Company~~Lender, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Parent Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer~~ Lender who agrees to sell or otherwise transfer the Securities only in accordance with this ~~Section 2(f)~~ Agreement and who is an Accredited Investor, (d) the Lender provides the Parent Company with reasonable assurance that the Securities ~~are sold~~ can be sold, assigned or transferred pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Lender shall have delivered to the Parent Company, at the cost of the ~~Company~~Lender, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Parent Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Borrower, Parent Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Loan Agreement (American Rebel Holdings Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be ~~not~~ required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise. Notwithstanding the foregoing or anything else contained herein to the contrary, Xxxxx agrees that at any time prior to the occurrence of a Trigger Event, it shall not transfer the Second Commitment Shares pursuant to any provision of this Section 2f, and shall not act pursuant to the provisions of Section 2g with respect to the Second Commitment Shares, or submit to the Company or the Company’s transfer agent an opinion of counsel to remove any restrictive legend from the Second Commitment Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alpine 4 Holdings, Inc.)

Transfer or Re-sale. The ~~Buyer~~ Company understands that (i) the sale or ~~resale~~ re-sale of the ~~Securities~~ Equity Consideration has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the ~~Securities~~ Equity Consideration may not be transferred unless (a) the ~~Securities~~ Equity Consideration are sold pursuant to an effective registration statement under the 1933 Act, (b) the ~~Buyer~~ Company shall have delivered to the ~~Company, at the cost of the Company,~~ Buyer an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the ~~Securities~~ Equity Consideration to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the ~~Company~~Buyer, (c) the ~~Securities~~ Equity Consideration are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the ~~Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor~~Company, (d) the ~~Securities~~ Equity Consideration are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the ~~Securities~~ Equity Consideration are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the ~~Buyer~~ Company shall have delivered to the ~~Company, at the cost of the Company,~~ Buyer an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the ~~Company~~Buyer; (ii) any sale of such ~~Securities~~ Equity Consideration made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such ~~Securities~~ Equity Consideration under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the ~~Company~~ Buyer nor any other person is under any obligation to register such ~~Securities~~ Equity Consideration under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption ~~thereunder (in each case)~~thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the ~~Securities~~ Equity Consideration may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwiseas collateral.

Appears in 1 contract

Samples: Securities Purchase Agreement (Forex International Trading Corp.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of one quarter of one percent (1/4%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer (“Standard Liquidated Damages Amount”). If the Buyer elects to be ~~a transfer~~paid the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (nDivision Inc.)

Transfer or Re-sale. The Buyer understands that (i) ~~the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and~~ the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“"Rule 144”")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“"Regulation S”"), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; and (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of counsel provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, within three (3) business days of delivery of the opinion to the Company, the Company shall ~~not be deemed~~ pay to the Buyer liquidated damages of five percent (5%) of the outstanding amount of the Note per day plus accrued and unpaid interest on the Note, prorated for partial months, in cash or shares at the option of the Buyer ("Standard Liquidated Damages Amount"). If the Buyer elects to be ~~a transfer~~pay the Standard Liquidated Damages Amount in shares of Common Stock, ~~sale or assignment of the Securities hereunder, and the Buyer in effecting~~ such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price (as defined in the ~~Company pursuant to this Agreement or otherwise~~Note) at the time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tribal Rides International Corp.)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 ~~Act, (b~~Act,(b) the Buyer shall have delivered to the Company, at the cost of the Company, ~~an opinion of~~ xx xxxxxxx xf counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the ~~rules and regulations~~ rulxx xxx xegulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (STWC. Holdings, Inc.)

Transfer or Re-sale. The Buyer understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company; provided such opinion is issued by Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, or such other law firm as may be reasonably acceptable to the Company (“Qualifying Buyer Counsel”), (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) in the opinion of the Company’s counsel or Qualifying Buyer Counsel, the Securities are sold pursuant to and in compliance with Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the ~~Company, at the cost of the Company,~~ Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company, provided that such opinion is issued by Qualifying Buyer Counsel; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption ~~thereunder (in each case)~~thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending ~~arrangement secured~~ arrangement. In the event that the Company does not accept the opinion of Qualifying Buyer Counsel and otherwise complying with this paragraph provided by the ~~Securities, and such pledge~~ Buyer with respect to the transfer of Securities ~~shall not be deemed~~ pursuant to ~~be a transfer~~an exemption from registration, ~~sale~~ such as Rule 144 or ~~assignment~~ Regulation S, within three (3) business days of delivery of the ~~Securities hereunder~~opinion to the Company, ~~and~~ the Company shall pay to the Buyer liquidated damages of three percent (3%) of the outstanding amount of Preferred Shares per month plus accrued and unpaid dividends on the Preferred Shares prorated for partial months, in ~~effecting~~ cash or shares at the option of the Company (“Standard Liquidated Damages Amount”). If the Company elects to pay the Standard Liquidated Damages Amount in shares of Common Stock, such ~~pledge of Securities~~ shares shall be ~~not required to provide~~ issued at the ~~Company with any notice thereof or otherwise make any delivery to~~ Conversion Price at the ~~Company pursuant to this Agreement or otherwise~~time of payment.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clickable Enterprises Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~2(h) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any ~~re-~~re- sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) except as set forth in this Agreement or the Note, neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Home Bistro, Inc. /NV/)

Appears in 1 contract

Samples: Securities Purchase Agreement (Electromedical Technologies, Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (1847 Holdings LLC)

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 ~~Act~~ Act, or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the ~~1933 Act, (b~~0000 Xxx,(x) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933 Act~~0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Appears in 1 contract

Samples: Securities Purchase Agreement (Electromedical Technologies, Inc)

Transfer or Re-sale. The Buyer understands that (i) the sale or ~~resale~~ re-sale of the Securities has not been and is not being registered under the ~~1933~~ Securities Act or any applicable state securities laws, except as specifically set forth in this Agreement regarding the Inducement Shares, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the ~~1933~~ Securities Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel ~~(which may be the Legal Counsel Opinion (as defined below))~~ that shall be in form, substance and scope customary for opinions of counsel in comparable ~~transactions~~ transactions, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the ~~Company,~~ Company (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the ~~1933~~ Securities Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section ~~2(f~~3(e) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule ~~144 or other applicable exemption~~144, or (e) the Securities are sold pursuant to Regulation S under the ~~1933~~ Securities Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in ~~corporate~~ comparable transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said ~~Rule~~ rule and further, if said ~~Rule~~ rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the ~~1933~~ Securities Act) may require compliance with some other exemption under the ~~1933~~ Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the ~~1933~~ Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwisearrangement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Predictive Oncology Inc.)

Common use of Transfer or Re-sale Clause in Contracts