Common use of Removal of Legend and Transfer Restrictions Clause in Contracts

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to subsection 2.7(a) and/or 2.7(b) and the "stop transfer" instructions with respect to such legended securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities if (a) such securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with such sale or (b) if the Holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if the Company is provided with an opinion of counsel (reasonably satisfactory to the Company), to the effect that the Holder meets the requirements of Rule 144(k) and a public sale, transfer or assignment of such Securities may be made without registration under the Securities Act.

Appears in 3 contracts

Samples: 'S Rights Agreement (Premiere Publishing Group, Inc.), Rights Agreement (Big Entertainment Inc), Rights Agreement (Hollywood Com Inc)

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Removal of Legend and Transfer Restrictions. Any legend endorsed ------------------------------------------- on a certificate pursuant to subsection 2.7(a) and/or 2.7(bSubsection 4.2(a) and the "stop transfer" transfer instructions with respect to such legended securities Securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities if (a) such securities Securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with or if such sale or (b) if the Holder holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if provides the Company is provided with an opinion of counsel (for such holder of the Securities, reasonably satisfactory to the Company), to the effect that the Holder (i) such holder, meets the requirements of Rule 144(k) and or (ii) a public sale, transfer or assignment of such Securities may be made without registration under the Securities Actregistration.

Appears in 2 contracts

Samples: Voting Agreement (Comps Com Inc), Voting Agreement (Comps Com Inc)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a ------------------------------------------- certificate pursuant to subsection 2.7(a) and/or 2.7(b4.2(a) and the "stop transfer" transfer instructions with respect to such legended securities Securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities if (a) such securities Securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with or if such sale or (b) if the Holder holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if provides the Company is provided with an opinion of counsel (reasonably satisfactory to for such holder of the Company), Securities to the effect that the Holder (i) such holder, meets the requirements of Rule 144(k) and or (ii) a public sale, transfer or assignment of such Securities may be made without registration under the Securities Actregistration.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Esps Inc), Preferred Stock Purchase Agreement (Esps Inc)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to subsection 2.7(a) and/or 2.7(b) Section 0 and the "stop transfer" transfer instructions with respect to such legended securities Securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities if (a) such securities Securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with or if such sale or (b) if the Holder holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if provides the Company is provided with an opinion of counsel (for such holder of the Securities, reasonably satisfactory to the Company), to the effect that the Holder (i) such holder, meets the requirements of Rule 144(k144 or (ii) and a public sale, transfer or assignment of such Securities may be made without registration under the Securities Actregistration.

Appears in 1 contract

Samples: Investment Agreement (Quiznos Corp)

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Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to subsection 2.7(a4.2(a) and/or 2.7(b4.2(b) and the "stop transfer" instructions with respect to such legended securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities if (a) if such securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with such sale or (b) if the Holder such holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if provides the Company is provided with an opinion of counsel (reasonably satisfactory to the Company), ) to the effect that the Holder such holder, meets the requirements of Rule 144(k) and a public sale, transfer or assignment of such Securities may be made without registration under the Securities Actregistration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Big Entertainment Inc)

Removal of Legend and Transfer Restrictions. Any legend endorsed ------------------------------------------- on a certificate pursuant to subsection 2.7(a) and/or 2.7(b) 4.2 and the "stop transfer" transfer instructions with respect to such legended securities Securities shall be removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities if (a) such securities Securities are registered and sold pursuant to an effective registration statement under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available and delivered in connection with or if such sale or (b) if the Holder holder satisfies the requirements of Rule 144(k) and, where reasonably deemed necessary by the Company, if the holder of the Securities provides the Company is provided with an opinion of counsel (for such holder, reasonably satisfactory to the Company), to the effect that the Holder (i) such holder meets the requirements of Rule 144(k) and or (ii) a public sale, transfer or assignment of such Securities may be made without registration under the Securities Actregistration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Management Associates Inc)

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