Restrictive Legend Removal. Subject to receipt from the Holder by the Company and the Company’s transfer agent (the “Transfer Agent”) of such customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts to cause an opinion of the Company’s counsel to be provided, in a form reasonably acceptable to the Transfer Agent to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) have been sold or transferred pursuant to an effective Registration, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Registrable Securities. If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 3.6 and within three (3) trading days of any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Registrable Securities. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.
Restrictive Legend Removal. In connection with a registration pursuant to Sections 2.1, 2.2 or 2.3, upon the request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Registrable Securities restricting further transfer (or any similar restriction in book entry positions of such Holder), and cause the Company’s counsel to issue an opinion to the Company’s transfer agent in connection therewith, if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold pursuant to a Registration Statement, (ii) request the Company’s transfer agent to issue in lieu thereof securities without such restrictions to the Holder upon, as applicable, surrender of any certificates or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s Registrable Securities transferred into a book entry position at The Depository Trust Company, in each case, subject to delivery of customer documentation, including any documentation required by such restrictive legend or book entry notation.
Restrictive Legend Removal. Subject to receipt from the Shareholder by Bitdeer and Xxxxxxx’s transfer agent (the “Transfer Agent”) of such customary representations and other documentation reasonably acceptable to Bitdeer and the Transfer Agent in connection therewith, the Shareholder may request that Bitdeer remove any legend from the book entry position evidencing its Bitdeer Shares following the satisfaction of the lock-up requirements or vesting requirements on any Bitdeer Shares issued to the Shareholders under this Agreement. If restrictive legends are no longer required for such Bitdeer Shares under the Securities Act, Bitdeer shall, in accordance with this provision, and as soon as practicable but in no event later than twenty (20) Business Days after the Shareholder’s request, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Bitdeer Shares, provided that, Bitdeer and/or the Transfer Agent shall have received such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required. Bitdeer shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. The failure of Bitdeer to comply with this Section due to its failure to make and keep public information available, as those terms are understood and defined in Rule 144 of the Securities Act, shall be a material breach of this Agreement with respect to the Shareholder so affected. Without limiting the remedies available to the Shareholders, Bitdeer acknowledges that a breach of this Section may result in material irreparable damages to the relevant Shareholder.
Restrictive Legend Removal. Following the expiration of the transfer restrictions set forth in this Agreement, if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, or if all or a portion of the Securities are registered for resale under the Securities Act pursuant to a shelf registration statement, then at the Purchaser’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the Restrictive Legend, subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates, and directions required by the transfer agent that authorize and direct the transfer agent to issue the Securities without any Restrictive Legend.
Restrictive Legend Removal. In connection with a Registration pursuant to Sections 2.1, 2.2, 2.3 or 2.5, upon the request of a Holder, Holdings shall (i) authorize Holdings’s transfer agent to remove any legend on share certificates of such Holder’s Registrable Securities restricting further transfer (or any similar restriction in book entry positions of such Holder), and cause Holdings’s counsel to issue an opinion to Holdings’s transfer agent in connection therewith, if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with Holdings to which such Holder is a party, (ii) request Holdings’s transfer agent to issue in lieu thereof securities without such restrictions to the Holder upon, as applicable, surrender of any certificates or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s Registrable Securities transferred into a book entry position at The Depository Trust Company, in each case, subject to delivery of customer documentation, including any documentation required by such restrictive legend or book entry notation.
Restrictive Legend Removal. IMI warrants that it will authorize the removal of the restrictive legend on the IMI shares, as referenced in Section 3.01(g), as soon as allowable under federal regulations and the terms of the Shareholder Agreement.
