Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) and the stop transfer instructions with respect to such Securities shall be removed and the Company shall issue a certificate without such legend to the holder thereof (1) if such Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (2) if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3) if such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Company to the effect that a sale, transfer or assignment of such Securities may be made without registration.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Satcon Technology Corp), Securities Purchase Agreement (Beacon Power Corp), Securities Purchase Agreement (Beacon Power Corp)
Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) 9.1 and the stop transfer instructions with respect to such Securities shall be removed and the Company shall issue a certificate without such legend to the holder thereof (1a) if such Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (2b) if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3c) if such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Company to the effect that a sale, transfer or assignment of such Securities may be made without registration.
Appears in 3 contracts
Samples: Convertible Preferred Stock Securities Purchase Agreement (China New Energy Group CO), Convertible Preferred Stock Securities Purchase Agreement (China New Energy Group CO), Series B Convertible Preferred Stock Securities Purchase Agreement (China New Energy Group CO)
Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) this Agreement and the any stop transfer instructions with respect applicable to such Securities shall certificate regarding the restrictions set forth in such legend will be removed and the Company shall will issue a certificate without such legend to the holder thereof (1) if such Securities shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (2) if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3) if such holder provides the Company with an opinion of counsel for such holder, holder which counsel is reasonably satisfactory to legal counsel for the Company Company, to the effect that a public sale, transfer or assignment of such Securities shares may be made without registration.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Us Sino Gateway Inc), Common Stock Purchase Agreement (Us Sino Gateway Inc)
Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) and the stop transfer instructions with respect to such Securities shall be removed and the Company shall issue a certificate without such legend to the holder thereof (1) if such Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (2) if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3) if such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Company Company, to the effect that a sale, transfer or assignment of such Securities may be made without registration.
Appears in 2 contracts
Samples: Stock and Note Purchase Agreement (Converse Inc), Stock and Note Purchase Agreement (Converse Inc)
Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) and the stop transfer instructions with respect to such Securities Common Shares shall be removed and the Company shall issue a certificate without such legend to the holder thereof (1) if such Securities 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 legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3) if and such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Company to the effect that a sale, transfer or assignment of such Securities may be made without registration.
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Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to Section 4.2(a) 9.02 and the stop transfer instructions with respect to such Securities securities shall be removed and the Company shall issue a certificate without such legend to the holder thereof (1a) if such Securities securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (2b) if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act, or (3c) if such holder provides the Company with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for the Company to the effect that a sale, transfer or assignment of such Securities securities may be made without registration.
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