Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 12 contracts
Samples: Forward Purchase Agreement (Altimeter Growth Corp.), Forward Purchase Agreement (Empower Ltd.), Forward Purchase Agreement (Dragoneer Growth Opportunities Corp. III)
Legend Removal. If Following the Forward Purchase expiration of the transfer restrictions set forth in Section 5(a), if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii1(c)(ii) and Section 1(c)(iii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 8 contracts
Samples: Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Artisan Acquisition Corp.)
Legend Removal. If Following the Forward Purchase expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii1(c)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 7 contracts
Samples: Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Lanvin Group Holdings LTD), Forward Purchase Agreement (Generation Asia I Acquisition LTD)
Legend Removal. If the Forward Purchase Securities Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities Shares (and the any Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities Shares only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the such Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities Shares without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities Shares in violation of applicable law.
Appears in 5 contracts
Samples: Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp.), Forward Purchase Agreement (Longview Acquisition Corp.)
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company Pubco being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company Pubco with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company Pubco will cause the Company’s its transfer agent to remove the legend applicable legend(s) set forth in Section 1(b)(ii1(d). In connection therewith, if required by the CompanyPubco’s transfer agent, the Company Pubco will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company Pubco will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp)
Legend Removal. If the Forward Purchase Securities Securities, the Forward Purchase Shares, the Forward Purchase Warrants or the shares of Common Stock underlying the Forward Purchase Warrants are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the any Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the such Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II), Forward Purchase Agreement (Longview Acquisition Corp. II)
Legend Removal. If the Forward Purchase Securities Optional Shares are eligible to be sold without restriction under, and without the Company Surviving Entity being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities Optional Shares (and the Purchaser wishing to effect a transfer provides the Company Surviving Entity with a written undertaking to sell its Forward Purchase Securities Optional Shares only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the such Purchaser’s request, the Company Surviving Entity will cause the CompanySurviving Entity’s transfer agent to remove the legend set forth in Section 1(b)(ii1(b). In connection therewith, if required by the CompanySurviving Entity’s transfer agent, the Company Surviving Entity will promptly deliver or cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with agent any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer issue such Forward Purchase Securities Optional Shares without any such legend; provided that, notwithstanding the foregoing, the Company Surviving Entity will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities Optional Shares in violation of applicable law.
Appears in 2 contracts
Samples: Optional Share Purchase Agreement (Starboard Value Acquisition Corp.), Optional Share Purchase Agreement (Starboard Value Acquisition Corp.)
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 2 contracts
Samples: Forward Purchase Agreement (SC Health Corp), Forward Purchase Agreement (SC Health Corp)
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the any Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the such Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 1 contract
Samples: Forward Purchase Agreement (Dragoneer Growth Opportunities Corp.)
Legend Removal. If Following the Forward Purchase expiration of the transfer restrictions set forth herein, if the Securities are eligible to be sold without restriction under, and without the Company SPAC being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser Investor provides the Company SPAC with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the Purchaser such Investor has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the PurchaserInvestor’s request, the Company SPAC (or its successor) will cause the CompanySPAC’s transfer agent to remove the legend set forth in Section 1(b)(ii)4. In connection therewith, if required by the CompanySPAC’s transfer agentagent (or the transfer agent of its successor), the Company SPAC will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, without charge or expense to the holder of the Securities, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company SPAC will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 1 contract
Legend Removal. If Following the Forward Purchase expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend legends set forth in Section 1(b)(ii1(c)(ii) and 1(c)(iii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 1 contract
Samples: Forward Purchase Agreement (Provident Acquisition Corp.)
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or there is an effective registration statement covering the resale of the Forward Purchase Securities (and the any Purchaser provides the Company with a written undertaking to sell its Forward Purchase Securities only in accordance with the plan of distribution contained in such registration statement and only if the such Purchaser has not been informed that the prospectus in such registration statement is not current or the registration statement is no longer effective), then at the such Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable law.
Appears in 1 contract
Samples: Forward Purchase Agreement (Cartica Acquisition Corp)