Common use of Termination of 1933 Act Legend Clause in Contracts

Termination of 1933 Act Legend. The requirement imposed by Section 7.2. 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 Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) 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 7.2. hereof.

Appears in 1 contract

Samples: Stockholders Agreement (Gymboree Corp)

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Termination of 1933 Act Legend. The requirement imposed by Section 7.2. 7.2 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 Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) 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 7.2. 7.2 hereof.

Appears in 1 contract

Samples: Stockholders Agreement (Gym-Card, LLC)

Termination of 1933 Act Legend. The requirement imposed by Section 7.2. 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) such Shares will shall be transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) 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 7.2. 4.2 hereof.

Appears in 1 contract

Samples: Stockholders Agreement (Bright Horizons Family Solutions Inc.)

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Termination of 1933 Act Legend. The requirement imposed by Section 7.2. 7.2 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 become transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) 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 7.2. 7.2 hereof.

Appears in 1 contract

Samples: Management Stockholders Agreement (IMS Health Holdings, Inc.)

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