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 paragraph 5.2(a) 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 Securities and Exchange Commission (the "Commission") to the effect that a public sale, transfer or assignment of such Securities may be made without restriction and without compliance with any restriction such as Rule 144.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Pericom Semiconductor Corp)

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Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities 1933 Act endorsed on a stock certificate or other instrument pursuant to paragraph 5.2(a) 9.3 of this Agreement and the stop transfer instructions with respect to the Securities represented by such certificate or instrument shall be removed and the Company shall issue a certificate or instrument 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 1933 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 Securities and Exchange Commission (the "Commission") to the effect that a public sale, transfer or assignment of such Securities may be made without restriction registration and without compliance with any restriction such as Rule 144.

Appears in 1 contract

Samples: Loan and Warrant Agreement (Kennedy Wilson Inc)

Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on the Warrant or a stock certificate pursuant to paragraph 5.2(a) of this Agreement Section 2.2 and the stop transfer instructions with respect to the Securities Warrant or the Shares represented by such certificate shall be removed and the Company shall issue a certificate without such legend to the holder of the Warrant or such Securities Shares if such Securities Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available available, or if such holder provides to the Company an opinion of counsel for such holder of the Securities Warrant or the Shares reasonably satisfactory to the Company, Company or a no-action letter or interpretive opinion of the staff of the Securities and Exchange Commission (the "Commission") SEC to the effect that a public sale, transfer or assignment of such Securities Shares may be made without restriction registration and without compliance with any restriction such as Rule 144.

Appears in 1 contract

Samples: Extra Corporation Warrant Purchase Agreement (Mediaplex Inc)

Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on a stock certificate pursuant to paragraph 5.2(a) of this the 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 Securities and Exchange Commission (the "Commission") to the effect that a public sale, transfer or assignment of such Securities may be made without restriction and without compliance with any restriction such as Rule 144.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Pericom Semiconductor Corp)

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Removal of Legends and Transfer Restrictions. The legend -------------------------------------------- relating to the Securities Act endorsed on a stock certificate pursuant to paragraph 5.2(a) Section 7.1 of this Agreement and the stop transfer instructions with respect to the Securities Shares represented by such certificate shall be removed and the Company Issuer shall issue a certificate without such legend to the holder of such Securities Shares if (a) such Securities Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available or if available, (b) such holder provides to the Company Issuer (i) an opinion of counsel for such holder of the Securities such Shares reasonably satisfactory to the CompanyIssuer, or (ii) 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 Securities Shares may be made without restriction registration and without compliance with any restriction such as Rule 144, or (c) the above requirements are waived by Issuer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Amphenol Corp /De/)

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