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

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.

Appears in 2 contracts

Samples: Purchase Agreement (Elbit LTD), Purchase Agreement (24/7 Media Inc)

AutoNDA by SimpleDocs

Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 8.8 of this Agreement and the stop transfer instructions with respect to the shares of Shares and the Securities Conversion Stock represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, Shares or Conversion Stock if such shares Shares or Conversion Stock are sold registered under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold 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 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 if the Shares or the Conversion Stock may be sold pursuant to Rule 144(k) of the Securities Act.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Gric Communications Inc), Warrant Purchase Agreement (Gric Communications Inc)

Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 paragraph 4.3 of this Agreement and the stop transfer instructions with respect to the shares of the Securities Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, Shares if such shares Shares are sold registered under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold 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 reasonably satisfactory to the Company Company, or a no-action letter or interpretive opinion of the staff of the SEC to the effect that (i) a public sale, transfer or assignment of such Shares may be made without registration or (ii) and without compliance with any restriction such shares may be sold pursuant to as Rule 144(k) of the Securities Act144.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ribogene Inc / Ca/)

Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 8.9 of this Agreement and the stop transfer instructions with respect to the shares of the Securities Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, Shares if such shares Shares are sold registered under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold 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 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 if the Shares may be sold pursuant to Rule 144(k) of the Securities ActAct of 1933.

Appears in 1 contract

Samples: Purchase Agreement (Quicklogic Corporation)

Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 7.9 of this Agreement and the stop transfer instructions with respect to the shares of the Securities Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, Shares if such shares Shares are sold registered under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold 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 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 if the Shares may be sold pursuant to Rule 144(k) of the Securities ActAct of 1933.

Appears in 1 contract

Samples: Purchase Agreement (Quicklogic Corporation)

AutoNDA by SimpleDocs

Removal of Legends and Transfer Restrictions. The legend relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 7(i) of this Agreement and the stop transfer instructions with respect to the shares of the Securities Shares represented by such certificate shall be removed and by the Company shall issue a certificate without such legend to the holder of such shares, if such shares are sold pursuant to an effective registration statement under the Securities Act 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.. ( k)

Appears in 1 contract

Samples: Class a Stock Purchase Agreement (Gaiam Inc)

Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on a stock certificate pursuant to Section 7.7 7.9 of this Agreement and the stop transfer instructions with respect to the shares of the Securities Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of such shares, Shares if such shares Shares are sold registered under Rule 144 or, in the event subsection (ii) below applies, are eligible to be sold Securities Act and a pros pectus meeting the requirements of Section 10 of the Securities Act is available or if 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 if the Shares may be sold pursuant to Rule 144(k) of the Securities ActAct of 1933.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Quicklogic Corporation)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!