NYSE Listing; Removal of Legends Sample Clauses

NYSE Listing; Removal of Legends. Within thirty (30) days after the applicable Closing Date (with respect to Stock Consideration) or the Earnout Payment Date (with respect to Contingent Stock Consideration), Quanta shall file a final supplemental listing application with the NYSE to list the Stock Consideration or Contingent Stock Consideration, as applicable, for trading on the NYSE. Upon the later of (i) the expiration of the applicable Lock-up Period and (ii) the expiration of any applicable holding period under Rule 144 under the Securities Act and any other Securities Laws, the expiration of the period for current public information to be made available by Quanta under Rule 144 and satisfaction of all other conditions to the availability of Rule 144 under the Securities Act, Quanta agrees that, upon the written request of any Partner and Quanta’s receipt from such Partner of all appropriate documentation, Quanta will promptly cause new certificates without legends to be issued in exchange for the certificates initially issued to such Partner representing the applicable portion of the Stock Consideration or Contingent Stock Consideration, as applicable. ARTICLE X PARTNERS REPRESENTATIVE Section 10.1 Appointment of the Partners Representative. Each Partner hereby irrevocably constitutes and appoints Xxx Xxxxxx (the “Partners Representative”), as such Partner’s true and lawful 86 attorney-in-fact and agent in connection with the performance of this Agreement and the transactions contemplated hereby, with full power and authority in the name and on behalf of such Partner as set forth in ‎Section 10.2. This power of attorney is granted and conferred in consideration of and for the purpose of completing the transactions contemplated by this Agreement. Subject to ‎Section 10.3(a), each Partner hereby agrees that this power of attorney pursuant to this Section 10.1 and the authority conferred upon the Partners Representative (i) shall be irrevocable and coupled with an interest, and shall not be terminated by any act of any Partner or by operation of law, whether by the death, incapacity, illness, dissolution or other inability to act of any of the Partners or by the occurrence of any event or events (including the termination of any trust or estate or the dissolution of any corporation, limited liability company, partnership or other entity), and if after the execution hereof any Partner shall die or become incapacitated, or if any other event shall occur before the completion of the transac...
Sample 1
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NYSE Listing; Removal of Legends. Within thirty (30) days after the applicable Closing Date (with respect to Stock Consideration) or the Earnout Payment Date (with respect to Contingent Stock Consideration), Quanta shall file a final supplemental listing application with the NYSE to list the Stock Consideration or Contingent Stock Consideration, as applicable, for trading on the NYSE. Upon the later of (i) the expiration of the applicable Lock-up Period and (ii) the expiration of any applicable holding period under Rule 144 under the Securities Act and any other Securities Laws, the expiration of the period for current public information to be made available by Quanta under Rule 144 and satisfaction of all other conditions to the availability of Rule 144 under the Securities Act, Quanta agrees that, upon the written request of any Partner and Quanta’s receipt from such Partner of all appropriate documentation, Quanta will promptly cause new certificates without legends to be issued in exchange for the certificates initially issued to such Partner representing the applicable portion of the Stock Consideration or Contingent Stock Consideration, as applicable.
Sample 1
NYSE Listing; Removal of Legends. The Consideration Shares have been approved for listing on the NYSE, subject only to notice to the NYSE of issuance. Upon the expiration of the Lock-Up Period, Omega agrees that, upon the request of any Management Seller, Omega will promptly cause new certificates without legends to be issued in exchange for the initially issued certificates representing the Consideration Shares so that the Consideration Shares may be sold in compliance with Rule 144 under the Securities Act without registration.
Sample 1
NYSE Listing; Removal of Legends. Within thirty (30) days after the Closing Date, the Buyer shall file a final supplemental listing application with the NYSE to list the Stock Consideration for trading on the NYSE. Upon the later of (i) the expiration of the applicable Lock-up Period and (ii) the expiration of any applicable holding period under Rule 144 under the Securities Act and any other applicable federal or state securities Laws, the expiration of the period for current public information to be made available by the Buyer under Rule 144 and satisfaction of all other conditions to the availability of Rule 144 under the Securities Act, the Buyer agrees that, upon the written request of a Company Securityholder and the Buyer’s receipt from such Company Securityholder of all appropriate documentation, as determined by the Buyer in its reasonable discretion, the Buyer will promptly cause new certificates without legends to be issued in exchange for any certificates initially issued to such Company Securityholder representing the applicable portion of the Stock Consideration received by the Company Securityholder.
Sample 1

Related to NYSE Listing; Removal of Legends

  • Removal of Legends Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance herewith.

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