Transferability of Registrable Securities. (a) Parent Holdings may not Transfer the Registrable Securities, other than (1) pursuant to Rule 144; (2) pursuant to the Shelf Registration Statement; or (3) in any other Transfer exempt from registration under the Securities Act, and as to which Laser has received an opinion of counsel, reasonably satisfactory to Laser, that such Transfer is so exempt; and shall in no event Transfer any Registrable Securities in violation of the Settlement Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Sunbeam Corp/Fl/), Settlement Agreement (Sunbeam Corp/Fl/), Settlement Agreement (Mafco Holdings Inc)
Transferability of Registrable Securities. (a) Parent Holdings may not Transfer the Registrable Securities, other thanSecurities except in accordance with Article VII of the Holdings Merger Agreement and under the following circumstances:
(1a) pursuant to Rule 144;
(2b) pursuant to the Shelf Registration Statement; or
(3c) in any other Transfer exempt from registration under the Securities Act, and as to which upon receipt by Laser has received of an opinion of counsel, reasonably satisfactory to Laser, that such Transfer is so exempt; and shall in no event Transfer any Registrable exempt from registration under the Securities in violation of the Settlement AgreementAct.
Appears in 3 contracts
Samples: Merger Agreement (Coleman Worldwide Corp), Merger Agreement (CLN Holdings Inc), Merger Agreement (Coleman Co Inc)
