Transfer Restrictions and Legends. Section 5.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of a Purchaser or in connection with a pledge permitted by Section 5.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.
Transfer Restrictions and Legends. This Section 2.04 shall not apply to Warrants and Common Stock which have been issued, distributed or sold pursuant to an effective registration statement.
(a) Each Warrant issued hereunder shall bear the legend set forth in Exhibit A hereto.
(i) Warrants may not be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of by a Warrantholder except (A) in compliance with applicable transfer restrictions set forth in the Shareholders Agreement and (B)(I) pursuant to a registration statement that has become effective under the Securities Act or (II) pursuant to an exemption from the registration requirements of the Securities Act, including Rule 144 under the Securities Act.
(ii) Any Warrants as to which such restrictions on transfer shall have expired in accordance with their terms such that they can be freely sold without limits under the Securities Act and any applicable state securities law may, upon surrender of the Warrant Certificates representing such Warrants for exchange pursuant to Section 2.05 in accordance with the procedures of the Warrant Agent (together with any legal opinions, certifications or other evidence as may reasonably be required by the Company or the Warrant Agent in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws), be exchanged for a new Warrant Certificate for a like Number of Warrants, which shall not bear such legend.
(b) All shares of Common Stock issued to a Warrantholder upon exercise of a Warrant shall bear the legend set forth in Exhibit B hereto.
Transfer Restrictions and Legends. (1) The Warrant Agent understands and acknowledges that the Warrants and the Shares issuable upon exercise of the Warrants have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States.
(2) Certificates representing Warrants issued in the United States or to a U.S. Person or on behalf of a U.S. Person and Shares issued in the United States or to a U.S. Person upon exercise of Warrants in the United States or by or on behalf of a U.S. Person, and all certificates issued in exchange thereof or in substitution thereof, until such time as it is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO ADHEREX TECHNOLOGIES INC. (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER, OR (2) THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF PROPOSED TRANSFERS PURSUANT TO CLAUSES (C) OR (D), PROVIDING A LEGAL OPINION SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY’S REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE OF T...
Transfer Restrictions and Legends. 28 ARTICLE VI Termination......................................................30
Transfer Restrictions and Legends. Each Purchaser acknowledges and agrees that the Shares are subject to restrictions on transfer and may contain legends to this effect.
Transfer Restrictions and Legends. The option granted to Optionee hereunder and the Option Stock subject hereto shall not be transferable except upon the conditions specified in this Section 13, which conditions are intended to insure compliance with the provisions of the Securities Act of 1933 and applicable state securities laws in respect of the transfer of any shares of the Option Stock. In particular, no transfer of the Option or the Option Stock will be permitted unless a Registration Statement under the Securities Act of 1933 is in effect as to such transfer, and the Option or the Option Stock has been duly qualified for sale under applicable state securities laws, or in the opinion of counsel to the Corporation such registration and qualification is unnecessary in order for such transfer to comply with the Securities Act of 1933 and applicable state securities laws. Unless a Registration Statement is in effect as to the Option Stock, stock certificates evidencing the Option Stock shall bear such restrictive legends as the Corporation and the Corporation's counsel deem necessary or advisable under applicable law, including without limitation, legends substantially in the following form:
Transfer Restrictions and Legends. Each 6.625% Convertible Preferred Stock Certificate shall bear the legend set forth in Exhibit A hereto. Shares of 6.625% Convertible Preferred Stock may not be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of by a holder except pursuant to a registration statement that has become effective under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.
Transfer Restrictions and Legends. 21 Section 5.1 Legends. .....................................................................................................21 ARTICLE VI Termination.............................................................................................................23 Section 6.1 Termination by Mutual Consent ................................................................23 Section 6.2 Effect of Termination.................................................................................24 ARTICLE VII Indemnification......................................................................................................24 -i- Table of Contents (continued) Page Section 7.1 General Indemnity .....................................................................................24 Section 7.2 Indemnification Procedure.........................................................................24 ARTICLE VIII Miscellaneous.......................................................................................................25 Section 8.1 Fees and Expenses. ....................................................................................25 Section 8.2 Specific Enforcement; Consent to Jurisdiction..........................................25 Section 8.3 Entire Agreement; Amendment. ................................................................26 Section 8.4 Notices .......................................................................................................26 Section 8.5 Waivers ......................................................................................................27 Section 8.6 Headings ....................................................................................................27 Section 8.7 Successors and Assigns..............................................................................27 Section 8.8 No Third Party Beneficiaries. ....................................................................27 Section 8.9 Governing Law ..........................................................................................27 Section 8.10 Surviva .......................................................................................................28 Section 8.11 Counterparts ...............................................................................................28 Section 8.12 Publicity .....................................................................................................28 Section 8.13 Severability ...........................
Transfer Restrictions and Legends. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, to the Company or to an Affiliate of a Purchaser, the Company may require the transferor thereof to provide to the Company certifications or other evidence reasonably acceptable to the Company to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. The Purchaser understands that the Notes and any certificates representing the Conversion Shares may bear one or all of the following legends:
(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”;
(b) Any legend set forth in, or required by, the other Transaction Agreements; and
(c) Any legend required by the securities laws of any state to the extent such laws are applicable to the Notes or Conversion Shares represented by the certificate so legended.
Transfer Restrictions and Legends. Section 3.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement, to the Company or to Parent, or to an Affiliate of either,, the Company and Parent may require the transferor thereof to provide to the Company and Parent an opinion of counsel selected by the transferor and reasonably acceptable to the Company and Parent, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.
