Common use of Termination of 1933 Act Legend Clause in Contracts

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease and terminate as to any Shares or (y) such Shares will be transferable under paragraph (k) of Rule 144, the holder thereof will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Midco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or Midco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 11.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 11.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Midco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or Midco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Preferred Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Preferred Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Preferred Shares or (y) such Preferred Shares will shall be transferable under paragraph (kb)(1) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 7.2 hereof will shall cease and terminate as to any particular Shares (ai) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (bii) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 7.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will 10.2 shall cease and terminate as to any particular Shares (ai) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (bii) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, then the holder thereof will shall be entitled to receive from the Company, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof10.2.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Lowerco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or Lowerco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (kb)(1) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 7.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act Act, or (b) when such Shares have been effectively registered pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or BMPH, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 7.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 4.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease ceases and terminate terminates as to any Shares or (y) such Shares will be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof4.2 of this Agreement.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 6.2 hereof will shall cease and terminate as to any particular Shares Securities (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the CompanyGeneral Partner or Holdings, as applicable, such legend is no longer required in order to assure compliance by the Company Partnership and Holdings with the Securities Act or (b) when such Shares Securities have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares Securities or (y) such Shares will Securities shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyPartnership or Holdings, as applicable, without expense, new certificates not bearing the legend set forth in Section 9.2 6.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 clause (d) hereof will as to the Securities Act shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereofclause (d) hereof as to the Securities Act.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, Company without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement requirements imposed by the legend required by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes Weil, Gotshal & Xxxx Xxxxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (kb)(1) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 9.1 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (kb)(1) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 9.1 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 7.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Midco with the Securities Act Act, or (b) when such Shares have been effectively registered pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or Midco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 7.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 10.2 hereof will shall cease and terminate as to any particular Franchisee Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Franchisee Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 10.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will ------------------------------ shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof9.2.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company and Lowerco with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany or Lowerco, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease ceases and terminate terminates as to any Shares or (y) such Shares will be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof8.2 of this Agreement.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 10.2 hereof will shall cease and terminate as to any particular Management Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Management Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Management Shares or (y) such Management Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 10.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 ------------------------------ 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes Xxxxxxxx & Xxxx Xxxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 8.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section ------------------------------ 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof9.2.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes Xxxxxxxx & Xxxx Xxxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 ------------------------------ 13.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 14.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx Gxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 8.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease ceases and terminate terminates as to any Shares or (y) such Shares will be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof8.2 of this Agreement. 9.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will 8.2 shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof8.2.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 5.1 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 5.1 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes Xxxxxxxx & Xxxx Xxxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (kb)(1)(i) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will 7.2 (1933 Act Legends) shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144. Wherever Whenever (xi) such requirement will shall cease and terminate as to any Shares or (yii) such Shares will shall be transferable under paragraph (k) of Rule 144144 without volume restrictions, the holder thereof will shall be entitled to receive from the Company, Company without expense, new certificates not bearing the legend set forth in Section 9.2 hereof7.2 (1933 Act Legends).

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 10.2 hereof will cease and terminate as to any particular Shares (a) when, in the reasonable opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease ceases and terminate terminates as to any Shares or (y) such Shares will be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof10.2 of this Agreement.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 5.1 hereof will shall cease and terminate as to any particular Franchisee Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Franchisee Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 5.1 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 5.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Sidley Austin LLP, Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (kd) of Rule 144, the holder thereof will shall be entitled to receive from the CompanyCompany (and the Company shall issue or cause to be issued promptly upon request), without expense, new certificates not bearing the legend set forth in Section 9.2 5.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 4.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) all such Shares will shall be transferable under paragraph Rule 144 without volume limitation pursuant to subsection (ke) of Rule 144thereof, the holder thereof will shall be entitled to receive from the Company, as the case may be, without expense, new certificates not bearing the legend set forth in Section 9.2 4.2 hereof.

Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Xxxx LLPXxxx, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will shall cease and terminate as to any Shares or (y) such Shares will shall be transferable under paragraph (k) of Rule 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof9.2.