Rule 144 Opinions. If requested by Xxxxxx, the Company will, at its own expense, provide or cause its counsel to provide any and all legal opinions required for the removal of any restrictive legend from any stock certificates representing Warrant Shares under Rule 144; provided, however, that all applicable requirements of Rule 144 have been satisfied. The Company will not unreasonably withhold any legal opinion required for the removal of the restrictive legend from any certificates representing the Warrant Shares pursuant to Rule 144 and will process such request within ten business days of receipt of such request. If Company fails to process such request within ten business days, Company shall pay liquidated damages equal to any decrease in the closing bid price of the Company’s common stock between day six of the failure to process such request and the date such removal is actually received by the Company.
Rule 144 Opinions. The Company shall cause its legal counsel to issue appropriate Rule 144 opinions by facsimile to the Company's transfer agent (with a copy to the person requesting such opinion) within one business day after counsel's receipt of the following completed documentation: (i) seller's representation letter, (ii) broker's representation letter, and (iii) copy of the Form 144, unless counsel determines that such documentation is insufficient or has other reasonable grounds for delaying or refusing the issuance of the requested opinion.
Rule 144 Opinions. The new directors and officers of the Company shall and do hereby acknowledge that they will accept the opinion of Xxxxx X. Xxxx, Attorney at Law or any other legal counsel mutually agreed upon that the shares retained by Seller(s) were fully paid for on or prior to Closing and that the Company and its officers and directors acknowledge that they will not delay or hinder the processing of any Rule 144 opinion, provided that such subsequent transfer complies with the rules and regulations set forth in Rule 144.
Rule 144 Opinions. The new directors and officers of the Company shall and do hereby acknowledge that they will accept the opinion of David M. Loev, Attorney at Xxx xx xxx xxher legal counsel mutually agreed upon that the shares retained by David Loev and Carey Birminxxxx xxxx fully xxxx for on or prior to Closing and that the Company and its officers and directors acknowledge that they will not delay or hinder the processing of any Rule 144 opinion, provided that such subsequent transfer complies with the rules and regulations set forth in Rule 144.
Rule 144 Opinions. SPIN shall, promptly at the request of a shareholder of SPIN (a “Selling Shareholder”), upon the Selling Shareholder providing customary supporting documentation, give SPIN’s transfer agent instructions to the effect that, upon the transfer agent’s receipt from the Selling Shareholder of a certificate (a “Rule 144 Certificate”) certifying that the Selling Shareholder’s holding period (as determined in accordance with the provisions of Rule 144 of the Securities Act (“Rule 144”)) for any portion of the shares of common stock which the Selling Shareholder proposes to sell (the “Securities Being Sold”) is not less than six (6) months and such sale otherwise complies with the requirements of Rule 144, and receipt by the transfer agent of the “Rule 144 Opinion” (as hereinafter defined) from SPIN, its counsel or counsel for the Selling Shareholder, the transfer agent is to effect the transfer of the Securities Being Sold and issue to the Selling Shareholder or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such Securities Being Sold on the transfer agent’s books and records or, at the Selling Shareholder’s option, the Securities Being Sold shall be transmitted by the transfer agent to the Selling Shareholder by crediting the account of the Selling Shareholder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the transfer agent is then a participant in such system. In this regard, upon the Selling Shareholder’s request, SPIN shall have an affirmative obligation at the Selling Shareholder’s expense to cause its counsel to confirm to SPIN’s transfer agent, that it can accept a Rule 144 opinion letter prepared by a legal counsel licensed in the United States, and engaged by the Selling Shareholder, absent manifest error, providing that, based on the Rule 144 Certificate, the Securities Being Sold were or may be sold, as applicable, pursuant to the provisions of Rule 144, even in the absence of an effective registration statement (the “Rule 144 Opinion”). If the transfer agent requires any additional documentation from SPIN in connection with any proposed transfer by the Selling Shareholder of any Securities Being Sold, SPIN shall promptly deliver or cause to be delivered to the transfer agent or to any other person, all such additional docu...
Rule 144 Opinions. Following the Effective Date, and subject to full compliance with the Lock-Up Agreements, Seller shall at its expense cause its attorneys to issue legal opinions directed to Seller’s stock transfer agent that the shares of common stock of Seller held by the parties specified on Schedule 1 may be sold under Rule 144 of the Securities Act of 1933 (assuming that the exemption under Rule 144 is available).
Rule 144 Opinions. The parties agree that after the Closing UBRANDIT shall reasonably cooperate with respect to requests for opinions of counsel or authorization of officers of UBRANDIT to facilitate the sale of unrestricted shares of common stock of UBRANDIT being made in reliance on the terms and conditions of Rule 144 under the Securities Act of 1933 sales.
Rule 144 Opinions. New Century agrees to timely file all reports ------------------ required to be filed with the SEC under Section 13 of the Securities Exchange Act of 1934. New Century acknowledges that Core Concepts may retain Xxxxxxxx X. Xxxxxx, Esq., of Houston, Texas, or any other legal counsel mutually agreed upon by the Parties, to provide a legal opinion regarding whether, after the required holding period, a proposed sale of the Shares issued to Core Concepts in connection with this Mutual Release may be sold in compliance with Rule 144. A copy of each opinion letter and attachments shall be provided by Xxxxxxxx X. Xxxxxx, Esq., or any other legal counsel mutually agreed upon by the Parties, to New Century for review and approval and, if such subsequent transfer complies with the rules and regulations set forth in Rule 144 and there is no bona fide legal or factual reason for declining to consent to the removal of the restrictive legend, New Century agrees to promptly advise its stock transfer agent that it may remove the restrictive legend from Core Concepts' stock certificate upon delivery of a complete and accurate compliance package from Core Concepts' broker-dealer.
Rule 144 Opinions. If any shares of the Common Stock deliverable under this Agreement upon conversion of the Series B Preferred Stock (the “Conversion Shares”), or otherwise held by a Xxxxxx Party may be resold in the absence of an effective registration thereof under the Securities Act of 1933, as amended, pursuant to Rule 144, then upon the request by x x Xxxxxx Party and the delivery by the Xxxxxx Party of standard and customary forms and certifications, the Company shall deliver, at no cost to any Xxxxxx Party, an opinion of the Company’s counsel to that effect, acceptable to the Company’s transfer agent within five (5) business days of receipt of such request.
Rule 144 Opinions. Purchaser acknowledges that on the Closing Date, the new directors and officers of AMCC shall and do hereby acknowledge that they will accept the opinion of The Loev Law Firm, PC or any other legal counsel mutually agreed upon that the shares retained by Sellers were fully paid for on or prior to Closing and that AMCC and its officers and directors acknowledge that they will not delay or hinder the processing of any Rule 144 opinion, provided that such subsequent transfer complies with the rules and regulations set forth in Rule 144.
