Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 16 contracts
Samples: Agreement (DarioHealth Corp.), Securities Purchase Agreement (LabStyle Innovations Corp.), Securities Purchase Agreement (LabStyle Innovations Corp.)
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 7 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will shall not violate the Securities Act or and any applicable state securities laws.
Appears in 15 contracts
Samples: Baker Christopher P, Baker Christopher P, Baker Christopher P
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities lawslaw.
Appears in 6 contracts
Samples: Securities Purchase Agreement (DarioHealth Corp.), Securities Purchase Agreement (DarioHealth Corp.), Emmaus Life Sciences, Inc.
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 6 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 4 contracts
Samples: Assignment and Assumption Agreement (Photomedex Inc), Assignment and Assumption Agreement (First Capital Real Estate Trust Inc), LabStyle Innovations Corp.
Removal of Legend. Upon request of a holder of a certificate with the legends legend required by Section 5 7 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel (either external counsel or counsel employed by Holder or, its affiliate) reasonably satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws.
Appears in 3 contracts
Samples: Bluestem Brands, Inc., Bluestem Brands, Inc., Bluestem Brands, Inc.
Removal of Legend. Upon request of a holder Holder of a certificate with the legends legend required by Section 5 1.3(a) hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel (either external counsel or counsel employed by Holder or its affiliate) reasonably satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 3 contracts
Samples: Warrant Agreement (Compucredit Corp), Warrant Agreement (Compucredit Corp), Compucredit Corp
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof6 hereof and subject to Section 3(e) of the Registration Rights Agreement attached as Annex A to the Subscription Agreement, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 2 contracts
Samples: NEUROONE MEDICAL TECHNOLOGIES Corp, NEUROONE MEDICAL TECHNOLOGIES Corp
Removal of Legend. Upon request of a holder of a certificate with the legends required by legend referred to in Section 5 6 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either an opinion of counsel satisfactory or a "no-action" letter referred to the Company in form and substance Section 6(b) of this agreement to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or any and applicable state securities laws; provided, however, that the Company shall not be obligated to remove any such legends prior to the closing date of the Public Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cybermedia Inc), Common Stock Purchase Warrant (Utstarcom Inc)
Removal of Legend. Upon request of a holder of a certificate with the legends legend required by Section 5 7 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel (either external counsel or counsel employed by Holder or its affiliate) reasonably satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws.
Appears in 2 contracts
Samples: Bluestem Brands, Inc., Bluestem Brands, Inc.
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 8 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will shall not violate the Securities Act or and any applicable state securities laws.
Appears in 2 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc)
Removal of Legend. Upon request of a holder of a certificate with the legends required by referred to in Section 5 7 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or any and applicable state securities lawslaws and that such shares will no longer be subject to rights of first offer and voting agreements.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Weirton Steel Corp)
Removal of Legend. Upon request of a holder of a certificate with the legends required by legend referred to in Section 5 6 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, legend if, with such request, the Company shall have received either an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or any and applicable state securities laws.
Appears in 1 contract
Samples: Jamdat Mobile Inc
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 8 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 1 contract
Samples: NEUROONE MEDICAL TECHNOLOGIES Corp
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 6 hereof, the Company shall or shall direct its transfer agent to issue to such holder a new certificate or evidence of ownership therefor free of any transfer legend, if, with such request, the Company or its transfer agent, if so requested by the Company or such transfer agent, shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Innovative Payment Solutions, Inc.)
Removal of Legend. Upon request of a holder of a certificate with the legends required by legend referred to in Section 5 7 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, if with such request, request the Company shall have received an opinion reasonably satisfactory evidence that the sale of counsel satisfactory such Shares is being made pursuant to Rule 144 under the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or under any applicable state securities lawsother exemption under the Act.
Appears in 1 contract
Samples: East West Bancorp Inc
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares evidenced by such certificate will not violate the Securities Act or any applicable state securities laws.
Appears in 1 contract
Samples: LabStyle Innovations Corp.
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, If the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received receives an opinion of counsel satisfactory that the legend described in Section 7.4.1 is no longer necessary on such certificate to protect the Company in form and substance to the effect that any transfer by such holder from a violation of the Warrant Securities Act, the Company will, or will instruct its transfer agent and registrar to, issue in lieu thereof a new certificate or certificates for such Shares evidenced by in the name of the Participant without such certificate will legend on the face thereof. The Company is not violate obligated to effect the registration of the Options or any Shares under the Securities Act or any applicable state securities lawsAct.
Appears in 1 contract
Samples: Option Agreement (FutureFuel Corp.)
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will shall not violate the Securities Act or and any applicable state securities laws.
Appears in 1 contract
Samples: Baker Christopher P
Removal of Legend. Upon request of a holder Holder of a certificate with the legends required by Section 5 6.1 hereof, the Company shall issue to such holder Holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder Holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws. Any purported transfer of any Placement Agents Warrant or Warrant Shares not in compliance with the provisions of this Section 6 shall be null and void.
Appears in 1 contract
Samples: Placement Agents Warrant Agreement (Javelin Pharmaceuticals, Inc)
Removal of Legend. Upon request of a holder Holder of a certificate with the legends required by Section 5 6.1 hereof, the Company shall issue to such holder Holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder Holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws. Any purported transfer of any Placement Agent Warrant or Warrant Shares not in compliance with the provisions of this Section 6 shall be null and void.
Appears in 1 contract
Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 8 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws.
Appears in 1 contract
Samples: Stronghold Technologies Inc
Removal of Legend. Upon request of a holder Holder of a certificate with the legends required by Section 5 7 hereof, the Company shall issue to such holder Holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder Holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws. Any purported transfer of any Warrants or Warrant Shares not in compliance with the provisions of this Section 7 shall be null and void.
Appears in 1 contract
Removal of Legend. Upon request of a holder Holder of a certificate with the legends required by Section 5 6 hereof, the Company shall issue to such holder Holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance to the effect that any transfer by such holder Holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or and any applicable state securities laws. Any purported transfer of any Warrants or Warrant Shares not in compliance with the provisions of this Section 6 shall be null and void.
Appears in 1 contract
Samples: Warrant Agreement (Modigene Inc.)
Removal of Legend. Upon request of a holder of a certificate with the legends required by legend referred to in Section 5 6 hereof, the Company shall issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either an opinion of counsel satisfactory or a "no-action" letter referred to the Company in form and substance section 6(b) of this Warrant to the effect that any transfer by such holder of the Warrant Shares shares evidenced by such certificate will not violate the Securities Act or any and applicable state securities laws.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Mobinetix Systems Inc)