Removal of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b) of this Agreement and the stop transfer instructions with respect to such Securities shall be removed and the Company shall issue a stock certificate without such legend to the holder of such Securities if such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for such holder of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the Commission to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration and without compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing such legend has consented to its removal.
Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 of this Agreement and the stop transfer instructions with respect to the shares of the Securities represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, if such shares are sold under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold and such holder provides to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that (i) a public sale, transfer or assignment may be made without registration or (ii) such shares may be sold pursuant to Rule 144(k) of the Securities Act.
Removal of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to Section 7.1 of this Agreement and the stop transfer instructions with respect to the Shares represented by such certificate shall be removed and Issuer shall issue a certificate without such legend to the holder of such Shares if (a) such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, (b) such holder provides to Issuer (i) an opinion of counsel for such holder of such Shares reasonably satisfactory to Issuer, or (ii) a no-action letter or interpretive opinion of the staff of the Securities and Exchange Commission to the effect that a public sale, transfer or assignment of such Shares may be made without registration and without compliance with any restriction such as Rule 144, or (c) the above requirements are waived by Issuer.
Removal of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4.2 of this Agreement 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 of such Securities if such Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or if such holder provides to the Company an opinion of counsel for such holder of the Securities reasonably satisfactory to the Company, or a no-action letter or interpretive opinion of the staff of the Commission to the effect that a public sale, transfer or assignment of such Securities may be made without registration and without compliance with any restriction such as Rule 144. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
Removal of Legends and Transfer Restrictions a) Any legend endorsed on the Securities pursuant to Section 4.2(a) and the stop transfer instructions with respect to the Securities shall be removed and the Company shall issue a certificate or instrument without such legend to the holder thereof if such Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available, if such legend may be properly removed under the terms of Rule 144 promulgated under the Securities Act or 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.
b) Any legend endorsed on a certificate pursuant to Section 4.2(c) and the stop transfer instructions with respect to such Securities shall be removed upon receipt by the Company of an order of the California Department of Corporations or other appropriate state securities authority authorizing such removal, which order the Company shall seek in a timely manner in those circumstances in which such order is appropriate in the Company's reasonable opinion.
Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.9 of this Agreement and the stop transfer instructions with respect to the shares of the Series A Stock, the Series A-1 Stock, or Common Stock into which the Series A is convertible represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, if such shares are sold under the Shelf Registration or Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold and such holder provides to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that (i) a public sale, transfer or assignment may be made without registration or (ii) such shares may be sold pursuant to Rule 144(k) of the Securities Act.
Removal of Legends and Transfer Restrictions. The legend relating to the 1933 Act endorsed on a stock certificate or other instrument pursuant to Section 9.3 and the stock transfer instructions with respect to the Securities represented by such certificate or instrument shall be removed and the Borrower shall issue a certificate or instrument without such legend to the holder of such Securities if such Securities are registered under the 1933 Act and a prospectus meeting the requirements of Section 10 of the 1933 Act is available or if such holder provides to the Borrower an opinion of counsel for such holder of the Securities reasonably satisfactory to the Borrower to the effect that a public sale, transfer or assignment of such Securities may be made without registration under the 1933 Act.
Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 6.02 of this Agreement and the stop transfer instructions with respect to the Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if such holder provides to the Company an opinion of counsel for such holder of the Shares reasonably satisfactory to the Company, or a no-action letter or interpretive opinion of the staff of the Securities and Exchange Commission (the "Commission") to the effect that a public sale, transfer or assignment of such Shares may be made without registration and without compliance with any restriction such as Rule 144. The California Commissioner of Corporations legend (if required) will be removed if the Commissioner of Corporations of the State of California has consented to the removal of such legend.
Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Act endorsed on a stock certificate pursuant to Section 8.1 and the stop transfer instructions with respect to the Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such Shares if such holder provides to the Company an opinion of counsel for such holder of the Shares reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the Securities and Exchange Commission to the effect that a public sale, transfer or assignment of such Shares may be made without registration and without compliance with any restriction such as Rule 144.
Removal of Legends and Transfer Restrictions. Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.12 above or any other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 and Purchaser’s acknowledgment of the requirement to sell, assign or transfer the Securities in accordance with Rule 144 or another exemption from the registration requirements of the Securities Act which shall not include an opinion of Purchaser’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) Trading Days (as defined in the Warrants) following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Purchaser as may be required above in this Section 7.4(a), as directed by such Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Securities are Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participat...
