Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 4.2, the restrictions imposed by this Section 4.2 upon the transferability of any shares of the capital stock of the Corporation held by the 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 4.2(c) and, pursuant to Section 4.2(c), the securities so transferred are not required to bear the legend set forth in Section 4.2(b) or (b) the holder of such shares has received an opinion of counsel stating that such holder has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 4.2 shall terminate, as herein provided, 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 4.2(b) and not containing any other reference to the restrictions imposed by this Section 4.2.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dreamlife Inc), Note Exchange Agreement (Dreamlife Inc)
Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 4.2, the restrictions imposed by this Section 4.2 4.4 upon the transferability of any shares of the capital stock of the Corporation held by the an 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 4.2(c4.4(c) and, pursuant to Section 4.2(c4.4(c), the securities so transferred are not required to bear the legend set forth in Section 4.2(b) or (b4.4(b) the holder of such shares has received an opinion of counsel stating that such holder has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 4.2 4.4 shall terminate, as herein provided, the 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 4.2(b4.4(b) and not containing any other reference to the restrictions imposed by this Section 4.24.4.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Screaming Media Com Inc)
Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 4.2Article VI, the restrictions imposed by this Section 4.2 Sections 6.1, 6.2(a), and 6.3 upon the transferability of any shares of the capital stock of the Corporation held by the Investor Securities shall cease and terminate when (ai) any such shares Securities are sold or otherwise disposed of pursuant to an effective 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 as are sold or otherwise disposed of in a transaction contemplated by Section 4.2(c) and, pursuant to Section 4.2(c), 6.3 which does not require that the securities so transferred are not required to bear the legend set forth in Section 4.2(b) 6.2(a), or (bii) the holder of such shares has received an opinion of counsel stating that such holder Securities has met the requirements for Transfer requirement of transfer of such shares Securities pursuant to subparagraph (k) of Rule 144144 of the Securities Act. Whenever the restrictions imposed by this Section 4.2 Sections 6.1, 6.2(a) and 6.3 shall terminate, as herein provided, the Investor holding shares as to which such restrictions have terminated holder of any Securities shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 4.2(b6.2(a) and not containing any other reference to the restrictions imposed by this Section 4.2Sections 6.1, 6.2(a) and 6.3.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Petite Academy Inc)
Removal of Legends, Etc. Notwithstanding the foregoing ------------------------ provisions of this Section 4.28, the restrictions imposed by this Section 4.2 8 upon the transferability of any shares of the capital stock of the Corporation held by the Investor Purchaser 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 4.2(c8(c) and, pursuant to Section 4.2(c8(c), the securities so transferred are not required to bear the legend set forth in Section 4.2(b8(b) or (b) the holder of such shares has received an opinion of counsel stating that such holder has met the requirements for Transfer of such shares pursuant to subparagraph (k) of Rule 144. Whenever the restrictions imposed by this Section 4.2 8 shall terminateterminate with respect to any security held by the Purchaser hereunder, as herein provided, the Investor holding shares as to which such restrictions have terminated Purchaser shall be entitled to receive from the Corporation, without expense, a new certificate representing such security not bearing the restrictive legend set forth in Section 4.2(b8(b) and not containing any other reference to the restrictions imposed by this Section 4.28.
Appears in 1 contract
Removal of Legends, Etc. Notwithstanding the foregoing provisions of this Section 4.2Article VI, the restrictions imposed by this Section 4.2 Sections 6.1, 6.2(a), and 6.3 upon the transferability of any shares of the capital stock of the Corporation held by the Investor Securities shall cease and terminate when (a) any such shares Securities are sold or otherwise disposed of pursuant to an effective 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 as are sold or otherwise disposed of in a transaction contemplated by Section 4.2(c) and, pursuant to Section 4.2(c), 6.3 which does not require that the securities so transferred are not required to bear the legend set forth in Section 4.2(b) 6.2(a), or (b) the holder of such shares has received an opinion of counsel stating that such holder Securities has met the requirements for Transfer requirement of transfer of such shares Securities pursuant to subparagraph (k) of Rule 144144 of the Securities Act. Whenever the restrictions imposed by this Section 4.2 Sections 6.1, 6.2(a) and 6.3 shall terminate, as herein provided, the Investor holding shares as to which such restrictions have terminated holder of any Securities shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in Section 4.2(b6.2(a) and not containing any other reference to the restrictions imposed by this Section 4.2Sections 6.1, 6.2(a) and 6.3.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Petite Academy Inc)