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 this Section 4 and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Sherbrooke Partners, LLC), Stock Purchase Agreement (Mark Capital LLC), Stock Purchase Agreement (Sherbrooke Partners, LLC)

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Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 4.3 and the stop transfer instructions with respect to such legended Shares shall be removed, removed and the Company shall issue a certificate without such legend to the holder of such Shares thereof if such legend (i) may be properly removed under the terms of Rule 144 promulgated under the Securities Act (“Rule 144”); (ii) the Shares are registered for resale under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(kSecurities Act; or (iii) or if such holder provides the Company with an opinion of counsel for such holder of the Sharesholder, reasonably satisfactory to legal counsel for the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Equity One, Inc.), Common Stock Purchase Agreement (Equity One, Inc.), Common Stock Purchase Agreement (Equity One, Inc.)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 subsection 4.4 and the stop transfer instructions with respect to such legended Shares shall be removed, removed and the Company shall issue a certificate without such legend to the holder of such Shares thereof if such Shares are registered legend may be properly removed under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements terms of Rule 144(k) 144 promulgated under the Securities Act or if such holder provides the Company with an opinion of counsel for such holder of the Sharesholder, reasonably satisfactory to legal counsel for the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Palm Inc), Common Stock Purchase Agreement (Palm Inc), Common Stock Purchase Agreement (Equity One Inc)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 subsection 4.3 and the stop transfer instructions with respect to such legended Shares shall be removed, removed and the Company shall issue a certificate without such legend to the holder of such Shares thereof if such legend (i) may be properly removed under the terms of Rule 144 promulgated under the Securities Act; (ii) the Shares are registered for resale under the Securities Act and a prospectus meeting the requirements of Section 10 of the Act is available1933, if such holder satisfies the requirements of Rule 144(kas amended; or (iii) or if such holder provides the Company with an opinion of counsel for such holder of the Sharesholder, reasonably satisfactory to legal counsel for the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Equity One, Inc.), Common Stock Purchase Agreement (Equity One, Inc.)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 6 and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Act Securities Act, and a prospectus meeting the requirements of Section 10 of the Securities Act is available, available or if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the SharesSecurities, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 2 contracts

Samples: Stock Subscription Agreement (Adventrx Pharmaceuticals Inc), Stock Subscription Agreement (Adventrx Pharmaceuticals Inc)

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Removal of Legend and Transfer Restrictions. Any legend endorsed on a ------------------------------------------- certificate pursuant to this Section 4 subsection 4.10(a) and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, available or if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration).

Appears in 1 contract

Samples: Stock Purchase Agreement (Salon Internet Inc)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 4.2(a) and the stop transfer instructions with respect to such legended Common Shares shall be removed, removed and the Company shall issue a certificate without such legend to the holder of such Shares thereof (1) if such Common Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, or (2) if such holder satisfies legend may be properly removed under the requirements terms of Rule 144(k) or if 144 promulgated under the Securities Act, and such holder provides the Company with an opinion of counsel for such holder of the Sharesholder, reasonably satisfactory to legal counsel for the Company, Company to the effect that a sale, transfer or assignment of such Shares Securities may be made without registration.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Smartage Corp)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 4 8 and the stop transfer instructions with respect to such legended Shares shall be removed, removed and the Company shall issue a certificate without such legend to the holder of such Shares thereof if such legend (i) may be properly removed under the terms of Rule 144 promulgated under the Securities Act (“Rule 144”); (ii) the Shares are registered for resale under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(kSecurities Act; or (iii) or if such holder provides the Company with an opinion of counsel for such holder of the Sharesholder, reasonably satisfactory to legal counsel for the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

Appears in 1 contract

Samples: Stock Purchase Agreement (STORE CAPITAL Corp)

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