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

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: Credit Agreement (C-Iii Capital Partners LLC), Credit Agreement (C-Iii Capital Partners LLC), Credit Agreement (Grubb & Ellis Co)

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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 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: Five Prime Therapeutics Inc, Five Prime Therapeutics Inc

Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to paragraph 5(a4(b) of this Warrant and the stop transfer instructions with respect to the Securities represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the Holder if (i) of the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is availableif, or (ii) Company has received an opinion of counsel (which may include in the opinion of in-house the Company's 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 restrictionrestriction such as Rule 144.

Appears in 1 contract

Samples: Altus Pharmaceuticals 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

Appears in 1 contract

Samples: Sunesis Pharmaceuticals Inc

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Removal of Legend and Transfer Restrictions. The Any legend relating to the Act endorsed on a certificate Certificate pursuant to paragraph 5(aSections 5.1(a) of this Warrant and/or 5.1(b) shall be removed removed, and the Company shall issue a certificate Certificate without such legend to Holder the holder of such securities (a) if (i) such securities are registered and sold pursuant to an effective registration statement under the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, available and delivered in connection with such sale or (iib) Company has received an opinion if such holder satisfies the requirements of counsel (which may include the opinion of in-house counselRule 144(k) 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 restrictionAct.

Appears in 1 contract

Samples: Services Agreement (Hollywood Media Corp)

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.

Appears in 1 contract

Samples: Portola Pharmaceuticals Inc

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