Common use of Removal of Legends, Etc Clause in Contracts

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Article VII, the restrictions imposed by Section 7.1 upon the transferability of the Shares shall cease and terminate when (i) such Shares are sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in a registration statement under the Securities Act or (ii) the holder of such Shares has met the requirement of Transfer of such Shares pursuant to subparagraph (b)(1) of Rule 144. Whenever the restrictions imposed by the legend set forth in Section 7.1 shall terminate as to any Shares, as herein provided, the holder of such Shares shall, upon furnishing the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the restrictions imposed by the legend set forth in Section 7.1 have terminated as to such Shares, be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.1 and not containing any other reference to the restrictions imposed by the legend set forth in Section 7.1.

Appears in 2 contracts

Samples: Shareholders Agreement (Santander Holdings USA, Inc.), Shareholders Agreement (Santander Consumer USA Holdings Inc.)

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Removal of Legends, Etc. Notwithstanding Notwith- standing the foregoing provisions of this Article VIISection 8, the restrictions imposed by this Section 7.1 8 upon the transferability of the Shares any Restricted Securities shall cease and terminate when (i) any such Shares Restricted Securities are sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in a the registration statement under or as otherwise contemplated by Section 8.04 hereof which does not in the Securities Act or (ii) opinion of counsel reasonably satisfactory to the holder of such Shares has met Company require that the requirement of Transfer of such Shares pursuant to subparagraph (b)(1) of Rule 144securities transferred bear the legend set forth in Section 8.03. Whenever the restrictions imposed by the legend set forth in this Section 7.1 8 shall terminate as to any Sharesterminate, as herein provided, the holder of and in accordance with such Shares shall, upon furnishing the Company with an opinion of counsel, the holder of any Restricted Securities as to which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the such restrictions imposed by the legend set forth in Section 7.1 have terminated as to such Shares, shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend legends set forth in Section 7.1 8.03 and not containing any other reference to the restrictions imposed by the legend set forth in this Section 7.18.

Appears in 1 contract

Samples: Note Purchase Agreement (N2k Inc)

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Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Article VIIIX, the restrictions imposed by Section 7.1 9.1 upon the transferability of the Shares shall cease and terminate when (i) such Shares are sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in a registration statement under the Securities Act or (ii) the holder of such Shares has met the requirement of Transfer of such Shares pursuant to subparagraph (b)(1) of Rule 144. Whenever the restrictions imposed by the legend set forth in Section 7.1 9.1 shall terminate as to any Shares, as herein provided, the holder of such Shares shall, upon furnishing the Company with an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the restrictions imposed by the legend set forth in Section 7.1 9.1 have terminated as to such Shares, be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 7.1 9.1 and not containing any other reference to the restrictions imposed by the legend set forth in Section 7.19.1.

Appears in 1 contract

Samples: Shareholders Agreement (Santander Holdings USA, Inc.)

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