Common use of Termination of 1933 Act Legend Clause in Contracts

Termination of 1933 Act Legend. The requirement imposed by Section 5.1 hereof shall cease and terminate as to any particular Franchisee Shares (a) when, in the opinion of Ropes & Xxxx 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 shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 hereof.

Appears in 1 contract

Samples: Franchise Agreement (Dominos Pizza Inc)

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Termination of 1933 Act Legend. The requirement imposed by Section 5.1 8.2 hereof shall will cease and terminate as to any particular Franchisee 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 Franchisee Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease ceases and terminate terminates as to any Franchisee Shares or (y) such Franchisee Shares shall be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof shall of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 hereof8.2 of this Agreement. 9.

Appears in 1 contract

Samples: Stockholders' Agreement

Termination of 1933 Act Legend. The requirement imposed by Section 5.1 8.2 hereof shall will cease and terminate as to any particular Franchisee 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 Franchisee Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease ceases and terminate terminates as to any Franchisee Shares or (y) such Franchisee Shares shall be are transferable under paragraph (kb)(1) of Rule 144, the holder thereof shall of such Shares will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 hereof8.2 of this Agreement.

Appears in 1 contract

Samples: Stockholders Agreement (SolarWinds Corp)

Termination of 1933 Act Legend. The requirement imposed by Section 5.1 7.2 hereof shall will 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 shall cease ceases and terminate terminates as to any Franchisee Shares or (y) such Franchisee Shares shall be become transferable under paragraph Rule 144 without volume limitation or other restrictions on transfer (kincluding without application of paragraphs (c), (e), (f) and (h) of Rule 144), the holder thereof shall will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 7.2 hereof.

Appears in 1 contract

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

Termination of 1933 Act Legend. The requirement imposed by Section 5.1 5.2 hereof shall cease and terminate as to any particular Franchisee 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 Franchisee Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares shall be transferable under paragraph (kd) of Rule 144, the holder thereof 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 5.1 5.2 hereof.

Appears in 1 contract

Samples: Stockholder Agreement (West Corp)

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Termination of 1933 Act Legend. The requirement imposed by Section 5.1 10.2 hereof shall cease and terminate as to any particular Franchisee Shares (a) when, in the opinion of Ropes & Xxxx 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 shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 10.2 hereof.

Appears in 1 contract

Samples: Franchise Stockholders Agreement (Tism Inc)

Termination of 1933 Act Legend. The requirement imposed by Section 5.1 clause (d) hereof as to the Securities Act 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 shall cease and terminate as to any Franchisee Shares or (y) such Franchisee Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 5.1 hereofclause (d) hereof as to the Securities Act.

Appears in 1 contract

Samples: Shareholder Agreement (Cellu Tissue Holdings, Inc.)

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