Common use of Removal of Legends, Etc Clause in Contracts

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2, the restrictions imposed by this Section 6.2 upon the transferability of any shares of the capital stock of the Corporation held by the Investors shall cease and terminate when (a) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), the securities so transferred are not required to bear the legend set forth in Section 6.2(b) or (b) the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.2 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) and not containing any other reference to the restrictions imposed by this Section 6.2.

Appears in 4 contracts

Samples: Stock Purchase Agreement (BMJ Medical Management Inc), Stock Purchase Agreement (BMJ Medical Management Inc), Stock Purchase Agreement (BMJ Medical Management Inc)

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Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2ARTICLE VI, the restrictions imposed by this Section Sections 2.2, 6.1 and 6.2 upon the transferability of any shares of the capital stock of the Corporation held by the Investors Stockholder Shares shall cease and terminate when (a) any such shares Stockholder Shares are sold or otherwise disposed of pursuant to an effective registration statement under in accordance with the Securities Act intended method of disposition by the seller or as sellers thereof set forth in a Registration Statement or are sold or otherwise disposed of in a transaction contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), 6.2 which does not require that the securities so transferred are not required to Stockholder Shares Transferred bear the legend set forth in Section 6.2(b) 6.1, or (b) the holder of such shares Stockholder Shares has met the requirements for requirement of Transfer of such shares Stockholder Shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section Sections 2.2, 6.1 and 6.2 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the holder of any Stockholder Shares shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 6.1 and not containing any other reference to the restrictions imposed by this Section Sections 2.2, 6.1 and 6.2.

Appears in 2 contracts

Samples: Stockholders' Agreement (Hayward Holdings, Inc.), Stockholders’ Agreement (Hayward Holdings, Inc.)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2Article VI, the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 upon the transferability of any shares of the capital stock of the Corporation held by the Investors Stockholder Shares shall cease and terminate when (a) any such shares Stockholder Shares are sold or otherwise disposed of pursuant to an effective registration statement under in accordance with the Securities Act intended method of disposition by the seller or as sellers thereof set forth in a Registration Statement or are sold or otherwise disposed of in a transaction contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), 6.3 which does not require that the securities so transferred are not required to Stockholder Shares Transferred bear the legend set forth in Section 6.2(b) 6.2, or (b) the holder of such shares Stockholder Shares has met the requirements for requirement of Transfer of such shares Stockholder Shares pursuant to subparagraph (k) of Rule 144144(b)(1). Whenever the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the holder of any Stockholder Shares shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 6.2 and not containing any other reference to the restrictions imposed by this Section 6.2Sections 6.1, 6.2 and 6.3.

Appears in 2 contracts

Samples: Stockholders’ Agreement, Stockholders’ Agreement (Milacron Holdings Corp.)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2, the restrictions imposed by this Section 6.2 upon the transferability of any shares of the capital stock of the Corporation held by the Investors Investor shall cease and terminate when (a) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), the securities so transferred are not required to bear the legend set forth in Section 6.2(b) or (b) the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.2 shall terminate, as herein provided, each the Investor holding shares as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) and not containing any other reference to the restrictions imposed by this Section 6.2.

Appears in 2 contracts

Samples: Stock Purchase Agreement (BMJ Medical Management Inc), Stock Purchase Agreement (BMJ Medical Management Inc)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.25, the restrictions imposed by this Section 6.2 5 upon the transferability of any shares of the capital stock of the Corporation Company held by the Investors Noteholders shall cease and terminate when (ai) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c5(c) and, pursuant to Section 6.2(c5(c), the securities so transferred are not required to bear the legend set forth in Section 6.2(b5(b) or (bii) the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.2 5 shall terminate, as herein provided, each Investor Noteholder holding shares as to which such restrictions have terminated shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b5(b) and not containing any other reference to the restrictions imposed by this Section 6.25.

Appears in 1 contract

Samples: Conversion Agreement (BMJ Medical Management Inc)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2Article VI, the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 upon the transferability of any shares of the capital stock of the Corporation held by the Investors Stockholder Shares shall cease and terminate when (a) any such shares Stockholder Shares are sold or otherwise disposed of pursuant to an effective registration statement under in accordance with the Securities Act intended method of disposition by the seller or as sellers thereof set forth in a Registration Statement or are sold or otherwise disposed of in a transaction contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), 6.3 which does not require that the securities so Stockholder Shares transferred are not required to bear the legend set forth in Section 6.2(b) 6.2, or (b) the holder of such shares Stockholder Shares has met the requirements for requirement of Transfer of such shares Stockholder Shares pursuant to subparagraph (k) of Rule 144144(b)(1). Whenever the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the holder of any Stockholder Shares shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 6.2 and not containing any other reference to the restrictions imposed by this Section 6.2Sections 6.1, 6.2 and 6.3.

Appears in 1 contract

Samples: Stockholders' Agreement (Francesca's Holdings CORP)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.26, the restrictions imposed by this Section 6.2 6 upon the transferability of any shares of the capital stock of the Corporation Shares held by the Investors Consultant shall cease and terminate when (a) any such shares Shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c) 6.3 and, pursuant to Section 6.2(c)6.3, the securities so transferred are not required to bear the legend set forth in Section 6.2(b) 6.2, or (b) the holder of such shares Shares has received an opinion of counsel stating that such holder has met the requirements for Transfer of such shares the Common Stock pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.2 6 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the Consultant shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 6.2 and not containing any other reference to the restrictions imposed by this Section 6.26.

Appears in 1 contract

Samples: Business Consultant Services Agreement (BigString CORP)

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Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.2Article VI, the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 upon the transferability of any shares of the capital stock of the Corporation held by the Investors Stockholder Shares shall cease and terminate when (a) any such shares Stockholder Shares are sold or otherwise disposed of pursuant to an effective registration statement under in accordance with the Securities Act intended method of disposition by the seller or as sellers thereof set forth in a Registration Statement or are sold or otherwise disposed of in a transaction contemplated by Section 6.2(c) and, pursuant to Section 6.2(c), 6.3 which does not require that the securities so Stockholder Shares transferred are not required to bear the legend set forth in Section 6.2(b) 6.2, or (b) the holder of such shares Stockholder Shares has met the requirements for requirement of Transfer of such shares Stockholder Shares pursuant to subparagraph (k) of Rule 144144(k). Whenever the restrictions imposed by this Section Sections 6.1, 6.2 and 6.3 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the holder of any Stockholder Shares shall be entitled to receive from the CorporationCompany, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 6.2 and not containing any other reference to the restrictions imposed by this Section 6.2Sections 6.1, 6.2 and 6.3.

Appears in 1 contract

Samples: Stockholders' Agreement (Smile Brands Group Inc.)

Removal of Legends, Etc. Notwithstanding the foregoing --------------------------- provisions of this Section 6.25.04, the restrictions imposed by this Section 6.2 5.04 upon the transferability of any shares of the capital stock of the Corporation Shares held by the Investors Seller shall cease and terminate when (ai) any such shares Shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c5.04(c) and, pursuant to Section 6.2(c5.04(c), the securities so transferred are not required to bear the legend set forth in Section 6.2(b) 5.04(b), or (bii) the holder of such shares Shares has received an opinion of counsel stating that such holder has met the requirements for Transfer of such shares the Shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 6.2 5.04 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated Seller shall be entitled to receive from the CorporationBuyer, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b) 5.04(b), and not containing any other reference to the restrictions imposed by this Section 6.25.04.

Appears in 1 contract

Samples: Asset Purchase Agreement (BigString CORP)

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 6.27.2, the restrictions imposed by this Section 6.2 herein upon the transferability of any shares of the capital stock of the Corporation held by the Investors shall cease and terminate when (ai) any such shares are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act or as otherwise contemplated by Section 6.2(c7.2(c) and, pursuant to Section 6.2(c7.2(c), the securities so transferred are not required to bear the legend set forth in Section 6.2(b) 7.2(b), or (bii) the holder of such shares has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144, provided that an opinion of counsel satisfactory to the Corporation has been delivered to the Corporation. Whenever the restrictions imposed by this Section 6.2 7.2 shall terminate, as herein provided, each Investor holding shares as to which such restrictions have terminated the Investors shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 6.2(b7.2(b) and not containing any other reference to the restrictions imposed by this Section 6.27.2.

Appears in 1 contract

Samples: Note Purchase Agreement (Migratec Inc)

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