Common use of Removal of Legend Clause in Contracts

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 36 contracts

Samples: Warrant Agreement (NANOMIX Corp), Warrant Agreement (Grove Collaborative Holdings, Inc.), Warrant Agreement (Myos Rens Technology Inc.)

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Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 19 contracts

Samples: Warrant Agreement (Sutro Biopharma Inc), Warrant Agreement (Outset Medical, Inc.), Warrant Agreement (Outset Medical, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d3(b) stamped on a certificate evidencing the Warrant Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities ActAct of 1933, as amended, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company Company’s counsel to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 13 contracts

Samples: Warrant Agreement (MLTM Lending LLC), Warrant Agreement (Axion International Holdings, Inc.), Warrant Agreement (MLTM Lending LLC)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 10 contracts

Samples: Share Exchange Agreement (Chess Supersite Corp), Warrant Agreement (Roblox Corp), Warrant Agreement (Roblox Corp)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(b) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if if: (i) such securities are registered under the Securities Act, ; or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 10 contracts

Samples: Warrant Agreement (Miso Robotics, Inc.), Warrant Agreement (Miso Robotics, Inc.), Warrant Agreement (Miso Robotics, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(b) stamped on a any certificate evidencing the Shares shares of Stock (and the stock transfer instructions and record notations with respect to such securities Common Stock issuable upon conversion thereof) shall be removed and the Company shall issue a certificate without such legend to the holder Holder of such securities if (i) in connection with sale of such securities are that has been registered under the Securities ActAct pursuant to an effective registration statement, or (ii) if such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 7 contracts

Samples: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 5 contracts

Samples: Series C Preferred Securities Purchase Agreement (Constellation Alpha Capital Corp.), Warrant Agreement (Constellation Alpha Capital Corp.), Warrant Agreement (DermTech, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(e) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 4 contracts

Samples: Warrant Agreement (NanoString Technologies Inc), Warrant Agreement (NanoString Technologies Inc), Warrant Agreement (NanoString Technologies Inc)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped on a certificate evidencing the Shares (and the Common Stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if if: (i) such securities are registered under the Securities Act, ; or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 4 contracts

Samples: Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (iRhythm Technologies, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped notated on a any certificate evidencing the Shares and the stock share transfer instructions and record notations with respect to such securities Securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities (to the extent the Securities are certificated), if (i) such securities Securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities Securities may be made without registration registration, qualification or qualificationlegend.

Appears in 4 contracts

Samples: Subscription Agreement (Legend Biotech Corp), Warrant Agreement (Legend Biotech Corp), Warrant Agreement (I-Mab)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d6(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 4 contracts

Samples: Warrant Agreement (Constellation Alpha Capital Corp.), Warrant Agreement (Xg Sciences Inc), Warrant Agreement (Xg Sciences Inc)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 3 contracts

Samples: Warrant Agreement (VirnetX Holding Corp), Note and Warrant Purchase Agreement (Fluidigm Corp), Warrant Agreement (Fluidigm Corp)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(b) stamped notated on a any certificate evidencing the Shares and the stock share transfer instructions and record notations with respect to such securities Securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities Securities (to the extent the Securities are certificated), if (i) such securities Securities are registered under the Securities Act, or (ii) such holder provides the Company with an has obtained the opinion of an outside counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities Securities may be made without registration registration, qualification or qualificationlegend.

Appears in 3 contracts

Samples: Warrant Agreement (Uxin LTD), Warrant Agreement (Joy Capital Opportunity, L.P.), Warrant Agreement (Eve One Fund II L.P.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped notated on a any certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities (to the extent the securities are certificated), if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration registration, qualification or qualificationlegend.

Appears in 3 contracts

Samples: Warrant Agreement (Tenon Medical, Inc.), Warrant Agreement (Vaxxinity, Inc.), Warrant Agreement (Vaxxinity, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped notated on a any certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities (to the extent the securities are certificated), if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration registration, qualification or qualificationlegend.

Appears in 3 contracts

Samples: Warrant Agreement (Nuburu, Inc.), Warrant Agreement (Rigetti Computing, Inc.), Warrant Agreement (Bolt Biotherapeutics, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped on a certificate evidencing the Shares Covered Securities and the stock share transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, Act or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Subscription Agreement (LightInTheBox Holding Co., Ltd.), Warrant Agreement (LightInTheBox Holding Co., Ltd.)

Removal of Legend. The Any legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped 9 notated on a any certificate evidencing the Shares Warrant Stock and the stock transfer instructions and record notations with respect to such securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities (to the extent the securities are certificated), if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration registration, qualification or qualificationlegend.

Appears in 2 contracts

Samples: Warrant Agreement (Silk Road Medical Inc), Warrant Agreement (Silk Road Medical Inc)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d4(b) stamped notated on a any certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities (to the extent the securities are certificated), if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration registration, qualification or qualificationlegend.

Appears in 2 contracts

Samples: Warrant Agreement (Mo Tianquan), Warrant Agreement (Mo Tianquan)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares (and the stock Ordinary Shares issuable upon conversion thereof) and the share transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Warrant Agreement (Sagent Holding Co.), Warrant Agreement (Sagent Holding Co.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d13(b) stamped notated on a any certificate or book entry evidencing the Warrant Shares and the stock transfer instructions and record notations with respect to such securities shall be removed removed, and the Company shall issue a certificate without such legend to the holder of such securities (to the extent the securities are certificated), if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration registration, qualification or qualificationlegend.

Appears in 2 contracts

Samples: Collaboration Agreement (NanoString Technologies Inc), Warrant Agreement (NanoString Technologies Inc)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) 5.3 stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Revenue Loan and Security Agreement (T1V, Inc.), Revenue Loan and Security Agreement (NowRx, Inc.)

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Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder Holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder Holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Warrant Agreement (Micron Solutions Inc /De/), Warrant Agreement (Arrhythmia Research Technology Inc /De/)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(b) stamped on a certificate evidencing the Shares (and the Common Stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if if: (i) such securities are registered under the Securities Act, ; or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Warrant Agreement (Capnia, Inc.), Warrant Agreement (Capnia, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(e) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 2 contracts

Samples: Warrant Agreement (Actividentity Corp), Warrant Agreement (Actividentity Corp)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualificationqualification under the Securities Act or other applicable securities laws.

Appears in 1 contract

Samples: Warrant Agreement (DealerTrack Holdings, Inc.)

Removal of Legend. The legend referring relating to federal and state securities laws identified in Section 5(d) stamped the Securities Act, endorsed on a certificate the certificates evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate or instrument without such legend to the holder of such securities if (i) such securities are security once the security has been registered under the Securities Act, or (ii) if such holder provides the Company with an opinion of counsel (which is reasonably acceptable to the Company Company) of such holder to the effect that such legend is no longer required under the Securities Act or such holder has complied with the conditions for a permissible sale or transfer of such securities may be made without registration or qualificationunder Rule 144.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medarex Inc)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares (and common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (Augmedix, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing a Warrant or the Shares issuable upon conversion of a Warrant and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (CONTRAFECT Corp)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) hereof stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, Act or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (Wageworks, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate or record a book entry position without such legend to for the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (DermTech, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d4(c) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (Wave Systems Corp)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(b) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (Capnia, Inc.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d4(c) stamped notated on a any certificate evidencing the Shares and the stock share transfer instructions and record notations with respect to such securities Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities Securities are registered under the Securities Act, or (ii) if so requested by the Company, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities Securities may be made without registration registration, qualification or qualificationlegend.

Appears in 1 contract

Samples: Call Option Agreement (Hillhouse Capital Advisors, Ltd.)

Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d5(c) stamped on a certificate evidencing the Shares Covered Securities and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, Act or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

Appears in 1 contract

Samples: Warrant Agreement (Summit Materials, Inc.)

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