Common use of Removal of Legends, Etc Clause in Contracts

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 3, the restrictions imposed by this Section 3 upon the transferability of any Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock shall cease and terminate when (a) any such Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock 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 or such other method contemplated by Section 3.3 hereof that does not require that the securities transferred bear the legend set forth in Section 3.2 hereof, including a Transfer pursuant to Rule 144 or a successor rule thereof (as amended from time to lime), or (b) the holder of Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock has met the requirements for transfer of such Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock pursuant to subparagraph (b)(1) of Rule 144 or a successor rule thereof (as amended from time to time) promulgated by the Commission under the Securities Act. Whenever the restrictions imposed by this Section 3 have terminated, a holder of a certificate for Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock 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 3.2 hereof and not containing any other reference to the restrictions imposed by this Section 3. Notwithstanding the above, nothing herein shall limit the restrictions imposed upon transfer of the Restricted Securities pursuant to Section 8 hereof nor the imposition of the legend provided for therein.

Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 3, the restrictions imposed by this Section 3 upon the transferability of any Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock Securities shall cease and terminate when (a) any such Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock 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 registration statement or such other method contemplated by Section 3.3 hereof that does not require that the securities transferred bear the legend set forth in Section 3.2 hereof, including a Transfer pursuant to Rule 144 or a successor rule thereof (as amended from time to limetime), or (b) the holder of Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock Securities has met the requirements for transfer of such Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock Securities pursuant to subparagraph (b)(1k) of Rule 144 or a successor rule thereof (as amended from time to time) promulgated by the Commission under the Securities Act. Whenever the restrictions imposed by this Section 3 have terminated, a holder of a certificate for Restricted Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Securities and Class A Common Stock 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 3.2 hereof and not containing any other reference to the restrictions imposed by this Section 3. Notwithstanding 3.13 Tag-Along Rights ----------------- (a) Each Founder shall be entitled to unlimited and proportionate "tag-along" rights in the aboveevent of a sale or other disposition of Restricted Securities by an Investor to a party other than the Corporation (the "Purchaser") in a transaction or series of related transactions resulting in the Purchaser or the Purchaser and its affiliates (as such term is defined in Rule 12B-2 of the 0000 Xxx) in the aggregate and for the first time controlling more than seventy-five percent (75%) of the then issued Restricted Securities (a "Tag Along Sale"). As a condition to any Tag Along Sale, nothing herein each Founder shall limit have the restrictions imposed upon transfer right to sell to the Purchaser, as a condition to such sale by such Investor, at the same price per share of Class A Common Stock (calculated as if Investor's Series A Preferred Stock were converted into Class A Common Stock) and on the same terms and conditions as involved in such sale by the Investor, the same percentage of the Class A Common Stock owned by such Founder as the percentage to be sold by the Investor to the Purchaser represents with respect to the Restricted Securities pursuant owned by the Investor immediately prior to the sale of any of his Restricted Securities to the Purchaser. (b) If a Founder wishes to so participate in any sale under this Section 8 hereof nor 3.13, it shall notify the imposition Investor in writing within fifteen (15) days after the date the Founder received notice of an intended sale by that Investor. (c) An Investor and, if any of them so elect, such Founders, shall sell to the Purchaser all, or at the option of the legend provided for therein.Purchaser, any part, of the shares proposed to be sold by them at not less than the price and upon other terms and 19