Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and Company shall issue a certificate without such legend to Holder if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, or (ii) Company has received an opinion of counsel (which may include the opinion of in-house counsel) reasonably satisfactory to Company to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction.
Appears in 10 contracts
Samples: Warrant Agreement (C-Iii Capital Partners LLC), Warrant Agreement (C-Iii Capital Partners LLC), Credit Agreement (C-Iii Capital Partners LLC)
Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are Company has completed the initial public offering of its Common Stock registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, or (ii) the Holder provides to the Company has received an opinion of counsel (which may include for the opinion of in-house counsel) Holder reasonably satisfactory to Company the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration registration, qualification and without compliance with any restrictionlegend.
Appears in 2 contracts
Samples: Warrant Agreement (Five Prime Therapeutics Inc), Warrant Agreement (Five Prime Therapeutics Inc)
Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, or (ii) Company has received an opinion of counsel (which may include the opinion of in-house counsel) reasonably satisfactory to Company to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restriction.of
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Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be removed and the Company shall issue a certificate without such legend to the Holder of the Securities if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, or available and (ii) the Holder provides to the Company has received an opinion of counsel (which may include for the opinion of in-house counsel) Holder reasonably satisfactory to Company the Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance with any restrictionrestriction such as Rule 144.
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