Common use of Removal of Restrictive Legend Clause in Contracts

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities 1933 Act is at that time in effect with respect to the legended legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of from counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or the Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities 1933 Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale pursuant to Rule 144 without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion the Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security Shares or that such security the Shares can be freely transferred in a public sale without such a registration statement being in {A0041340.DOC} effect and that such transfer will shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares., the Exchange Shares or the Conversion Shares.. CONFIDENTIAL

Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion the Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security Shares or that such security the Shares can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend Securities Legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Lender Shares upon delivery of reasonably satisfactory evidence to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Lender Shares.

Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion the Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security Shares or that such security the Shares can be freely transferred in a public sale without such a registration statement being in {A0041341.DOC} effect and that such transfer will shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall be ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend Securities Legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion New Shares upon delivery of reasonably satisfactory evidence to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion New Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Investment Shares or Conversion Shares the Balance Shares, if any, upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities 1933 Act is at that time in effect with respect to the legended legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Investment Shares or Conversion and the Balance Shares, if any.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares., the Exchange Shares or the Conversion Shares.

Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall ----------------------------- be removed by the Company and its transfer agent from any certificate evidencing Shares or Conversion the Common Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, counsel that a registration statement under the Securities Act is at that time in effect with respect to the legended security Common Shares or that such security the Common Shares can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Common Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shareseffect.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares or Conversion Direct Purchase Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities 1933 Act is at that time in effect with respect to the legended legend security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Direct Purchase Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares at such time that a registration statement under the Securities Act is in effect with respect to the legended security or Conversion Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion Shares.

Removal of Restrictive Legend. The legend set forth above shall ----------------------------- be removed by the Company from any certificate evidencing Shares Notes or Conversion Shares upon delivery to the Company of an opinion of by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares or Conversion SharesNotes.