Common use of Removal of Restrictive Legend Clause in Contracts

Removal of Restrictive Legend. Any ADSs representing the Securities, when issued, shall not bear the restrictive legend set forth in Section 4.6: (i) following a sale of such Securities pursuant to a registration statement covering the resale of such Securities, while such registration statement is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company agrees that at such time as the restrictive legend set forth in Section 4.6 is no longer required under this section, then no later than five (5) business days following the later of (i) delivery by the Subscriber to the Company of customary representations regarding the facts to support the removal of the restrictive legends; and (ii) delivery to the Depositary, as the case may be, the information reasonably required by the Depositary in connection with such request, the Company shall (x) in the event that such Securities are certificated, deliver or cause to be delivered to the Subscriber a certificate representing such Securities that is free from such restrictive legend, or (y) cause its Depositary, as the case may be, to remove any such restrictive legend in the Company’s records of its share capital.

Appears in 2 contracts

Samples: Subscription Agreement (Immunocore Holdings PLC), Form of Subscription Agreement (Immunocore LTD)

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Removal of Restrictive Legend. Any ADSs representing the The Securities, when issued, shall not bear the restrictive legend set forth in Section 4.64.5: (i) following a sale of such Securities pursuant to a registration statement covering the resale of such Securities, while such registration statement is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company agrees that at such time as the restrictive legend set forth in Section 4.6 4.5 is no longer required under this section, then no later than five (5) business days following the later of (i) delivery by the Subscriber to the Company of customary representations regarding the facts to support the removal of the restrictive legends; and (ii) delivery to the Depositary, as the case may be, the information reasonably required by the Depositary in connection with such request, the Company shall (x) in the event that such Securities are certificated, deliver or cause to be delivered to the Subscriber a certificate representing such Securities that is free from such restrictive legend, or (y) cause its Depositary, as the case may be, to remove removal any such restrictive legend in the Company’s records of its share capital.

Appears in 1 contract

Samples: Subscription Agreement (LumiraDx LTD)

Removal of Restrictive Legend. Any ADSs representing the Securities, when issued, shall not bear the restrictive legend set forth in Section 4.64.5: (i) following a sale of such Securities pursuant to a registration statement covering the resale of such Securities, while such registration statement is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company agrees that at such time as the restrictive legend set forth in Section 4.6 4.5 is no longer required under this section, then no later than five (5) business days following the later of (i) delivery by the Subscriber to the Company of customary representations regarding the facts to support the removal of the restrictive legends; and (ii) delivery to the Depositary, as the case may be, the information reasonably required by the Depositary in connection with such request, the Company shall (x) in the event that such Securities are certificated, deliver or cause to be delivered to the Subscriber a certificate representing such Securities that is free from such restrictive legend, or (y) cause its Depositary, as the case may be, to remove any such restrictive legend in the Company’s records of its share capital.

Appears in 1 contract

Samples: Subscription Agreement (Exscientia LTD)

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Removal of Restrictive Legend. Any ADSs representing the Securities, when issued, shall not bear the restrictive legend set forth in Section 4.6: (i) following a sale of such Securities pursuant to a registration statement covering the resale of such Securities, while such registration statement is effective under the Securities Act, ; (ii) following any sale of such Securities pursuant to Rule 144, ; (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions restrictions; or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company agrees that at such time as the restrictive legend set forth in Section 4.6 is no longer required under this section, then no later than five (5) business days following the later of (ia) delivery by the Subscriber to the Company of customary representations regarding the facts to support the removal of the restrictive legends; and (iib) delivery to the Depositary, as the case may be, the information reasonably required by the Depositary in connection with such request, the Company shall (x) in the event that such Securities are certificated, deliver or cause to be delivered to the Subscriber a certificate representing such Securities that is free from such restrictive legend, or (y) cause its Depositary, as the case may be, to remove any such restrictive legend in the Company’s records of its share capital.

Appears in 1 contract

Samples: Subscription Agreement (Exscientia LTD)

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