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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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.
Appears in 2 contracts
Samples: Class a Common Stock Purchase Agreement (Intel Corp), Class a Common Stock Purchase Agreement (Vmware, Inc.)
Removal of Restrictive Legend. The legend set forth above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares or the Conversion Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the 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., the Exchange Shares or the Conversion Shares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Clearwire Corp), Common Stock Purchase Agreement (Clearwire Corp)
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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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., the Exchange Shares or the Conversion Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GSC Investment Corp.), Stock Purchase Agreement (GSC Investment Corp.)
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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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.
Appears in 2 contracts
Samples: Class a Common Stock Purchase Agreement (Vmware, Inc.), Stock Purchase Agreement (Minimed Inc)
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 by 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., the Exchange Shares or the Conversion Shares.
Appears in 2 contracts
Samples: Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.), Shareholder Agreements (Stratus Technologies International Sarl)
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 by counsel, reasonably satisfactory to the Company, at such time that a registration statement under the Securities Act is at that time in effect with respect to the legended security or upon delivery to the Company of an opinion of counsel, reasonably satisfactory to the Company, 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.
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Removal of Restrictive Legend. The legend set forth above shall be removed by the Company from any certificate evidencing Investment Shares or the Balance Shares, Exchange Shares or Conversion Shares if any, upon delivery to the Company of an opinion by of counsel, reasonably satisfactory to the Company, that a registration statement under the 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 and the Balance Shares, if any., the Exchange Shares or the Conversion Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (NGP Capital Resources Co)
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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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 Shareseffect., the Exchange Shares or the Conversion Shares.
Appears in 1 contract
Samples: Class a Common Stock Issuance Agreement (Green Dot Corp)
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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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.
Appears in 1 contract
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 by counsel, reasonably satisfactory to the Company, that a registration statement under the 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.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Sohu Com Inc)
Removal of Restrictive Legend. The legend Securities Legend set forth above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion Lender Shares upon delivery of reasonably satisfactory evidence to the Company of an opinion 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 Lender Shares., the Exchange Shares or the Conversion Shares.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Removal of Restrictive Legend. The legend set forth above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion Direct Purchase Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the 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 Direct Purchase Shares., the Exchange Shares or the Conversion Shares.
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Removal of Restrictive Legend. The legend Securities Legend set forth above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion New Shares upon delivery of reasonably satisfactory evidence to the Company of an opinion 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 New Shares., the Exchange Shares or the Conversion Shares.
Appears in 1 contract
Samples: Subscription and Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares or Conversion the Shares upon delivery to the Company of an opinion by 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., the Exchange Shares or the Conversion Shares.
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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, Exchange Shares or Conversion the Common Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, of 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 Common Shares., the Exchange Shares or the Conversion Shares.
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Removal of Restrictive Legend. The legend set forth above shall be removed by the Company from any certificate evidencing Shares, Exchange Shares Notes or Conversion Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the 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 SharesNotes., the Exchange Shares or the Conversion Shares.
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