Common use of No Restrictive Legends Clause in Contracts

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 2 contracts

Samples: Investment Agreement (Blue Sphere Corp.), Investment Agreement (Blue Sphere Corp.)

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No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9September 30, 2010, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Forex International Trading Corp.)

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9June 3, 20102011, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuanceJune 3, 2012, provided that the Company remains current in its public reporting under the 1934 Act hereafter.;

Appears in 1 contract

Samples: Investment Agreement (Amarantus BioSciences, Inc.)

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, respectively, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a Shell Company” Company under Rule 144(i)(1)(i) and Rule 405 ), the Liquidity Date of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Dc Brands International Inc)

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, respectively, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) 9.10 of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that the shares issued to the Investor Commitment Shares and Fee Shares can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Silver Falcon Mining, Inc.)

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No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Allezoe Medical Holdings Inc)

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”), the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii) of this Agreement. It is agreed and understood that, even though the Company was at one time a “Shell Company” under Rule 144(i)(1)(i) and Rule 405 of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that Liquidity Date of the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Clean Power Concepts Inc.)

No Restrictive Legends. If requested by the Investor from and after the earlier of (x) the Effective Date, or (y) the date that the Commitment Shares and the Fee Shares can be sold under Rule 144 without volume restrictions (the earlier of (x) and (y) is referred to in this Agreement as the “Liquidity Date”)) and permitted pursuant to applicable law, the Company shall have either (i) issued and delivered (or caused to be issued and delivered) to the Investor certificates representing the Commitment Shares and the Fee Shares, respectively, that are free from all restrictive and other legends or (ii) caused the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system with a number of shares of Common Stock equal to the number of Commitment Shares and Fee Shares represented by the certificate delivered by the Investor to the Company in accordance with Section 9.10(iii9.10(iv) of this Agreement. It is agreed and understood that, even though the Company was at one time a Shell Company” Company under Rule 144(i)(1)(i) and Rule 405 ), the Liquidity Date of the Act, it is no longer a Shell Company and has not been a Shell Company since March 9, 2010, and the date that the shares issued to the Investor can be sold under Rule 144 without volume restrictions shall be six (6) months after the date of such issuance, provided that the Company remains current in its public reporting under the 1934 Act hereafter.

Appears in 1 contract

Samples: Investment Agreement (Mabcure Inc.)

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