Common use of Removal of Restrictive Legends Clause in Contracts

Removal of Restrictive Legends. The certificates evidencing the Warrant Shares shall not contain any legend restricting the transfer thereof: (A) while a registration statement covering the sale or resale of the Warrant Shares is effective under the Securities Act, or (B) following any sale of such Warrant Shares pursuant to Rule 144, or (C) if such Warrant Shares are eligible for sale under Rule 144(b)(1), or (D) 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) and the Company shall have received an opinion of counsel to the Holder in form reasonably acceptable to the Company to such effect (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue a legal opinion to its transfer agent if required by the transfer agent to effect the issuance of the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. The Company agrees that at such time as the Unrestricted Conditions are met, it will, no later than seven (7) trading days following the delivery by the Holder to the Company or the transfer agent of a certificate representing Warrant Shares, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is free from all restrictive and other legends.

Appears in 5 contracts

Samples: Warrant Agreement (Sow Good Inc.), Common Stock Warrant (Sow Good Inc.), Common Stock Warrant (Sow Good Inc.)

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Removal of Restrictive Legends. The Neither this Warrant nor any certificates evidencing the Warrant Shares shall not contain any legend restricting the transfer thereofthereof in any of the following circumstances: (A) while a registration statement covering the sale or resale of the Warrant Shares is effective under the Securities Act, or (B) following any sale of this Warrant or such Warrant Shares issued or delivered to the Holder under or in connection herewith pursuant to Rule 144, or (CB) if this Warrant or such Warrant Shares are eligible for sale under Rule 144(b)(1), or (DC) 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) and the Company shall have received an opinion of counsel to the Holder in form reasonably acceptable to the Company to such effect (collectively, the “Unrestricted Conditions”). The In such circumstances, the Company shall seek to cause its counsel to issue a legal opinion to its transfer agent the Transfer Agent if required by the transfer agent such Transfer Agent to effect the issuance of the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. The Company agrees that at such time as If the Unrestricted Conditions are metmet at the time of issuance of this Warrant, it will, no later than seven (7) trading days following the delivery by the Holder to the Company or the transfer agent of a certificate representing Warrant Shares, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is or such other shares of Common Stock, then this Warrant, Warrant Shares or other Common Stock, as the case may be, shall be issued free from of all restrictive and other legends.

Appears in 5 contracts

Samples: Warrant Agreement (Agile Therapeutics Inc), Warrant Agreement (Agile Therapeutics Inc), Security Agreement (Agile Therapeutics Inc)

Removal of Restrictive Legends. The Neither this Warrant nor any certificates evidencing the Warrant Shares shall not contain any legend restricting the transfer thereofthereof in any of the following circumstances: (A) while a registration statement covering the sale or resale of the Warrant Shares is effective under the Securities Act, or (B) following any sale of this Warrant or such Warrant Shares issued or delivered to the Holder under or in connection herewith pursuant to Rule 144, or (CB) if this Warrant or such Warrant Shares are eligible for sale under Rule 144(b)(1), or (DC) 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) and the Company shall have received an opinion of counsel to the Holder in form reasonably acceptable to the Company to such effect (collectively, the “Unrestricted Conditions”). The In such circumstances, the Company shall seek to cause its counsel to issue a legal opinion to its transfer agent the Transfer Agent if required by the transfer agent such Transfer Agent to effect the issuance of the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. The Company agrees that at such time as If the Unrestricted Conditions are metmet at the time of issuance of this Warrant, it will, no later than seven (7) trading days following the delivery by the Holder to the Company or the transfer agent of a certificate representing Warrant Shares, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is or such other shares of Common Stock, then this Warrant, Warrant Shares or other Common Stock, as the case may be, shall be issued free from of all restrictive and other legends.

Appears in 1 contract

Samples: Security Agreement (Agile Therapeutics Inc)

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Removal of Restrictive Legends. The Neither this Warrant nor any certificates evidencing the Warrant Shares shall not contain any legend restricting the transfer thereofthereof in any of the following circumstances: (A) while a registration statement covering the sale or resale of the Warrant Shares is effective under the Securities Act, or (B) following any sale of this Warrant or such Warrant Shares issued or delivered to the Holder under or in connection herewith pursuant to Rule 144, or (CB) if this Warrant or such Warrant Shares are eligible for sale under Rule 144(b)(1), or (DC) 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) and the Company shall have received an opinion of counsel to the Holder in form reasonably acceptable to the Company to such effect (collectively, the “Unrestricted Conditions”). The In such circumstances, the Company shall seek to cause its counsel to issue a legal opinion to its transfer agent the Transfer Agent if required by the transfer agent such Transfer Agent to effect the issuance of the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. The Company agrees that at such time as If the Unrestricted Conditions are metmet at the time of issuance of this Warrant, it will, no later than seven (7) trading days following the delivery by the Holder to the Company or the transfer agent of a certificate representing Warrant Shares, issued with a restrictive legend, deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is or such other shares of Common Stock, then this Warrant, Warrant Shares or other Common Stock, as the case may be, shall be issued free from of all restrictive and other legends.. ​

Appears in 1 contract

Samples: Security Agreement (Agile Therapeutics Inc)

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