Termination of Certain Restrictions. Notwithstanding Section 3.01, the restrictions imposed by Section 3.01(a) and the corresponding legend requirements shall terminate as to any Share (i) when and so long as such Share shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that the Shares may be transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 3.01 shall terminate as to any Share as provided in this Section 3.02, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate evidencing such Shares not bearing the restrictive legend set forth in Section 3.01(a).
Termination of Certain Restrictions. Notwithstanding the foregoing provisions of this Section 5, the restrictions imposed by Section 5.3.1 upon the transferability of the Securities and the legend requirements of Section
5.2.1 shall terminate as to any Security (i) when and so long as such Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or disposed of pursuant to the provisions of Rule 144 or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Security may be transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 5.2 shall terminate as to any Security, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new Security not bearing the restrictive legend set forth in Section 5.2.
Termination of Certain Restrictions. The restrictions contained in Sections 4.1 and 4.2 above shall terminate immediately upon the Closing.
Termination of Certain Restrictions. The legend set forth in Section ----------------------------------- 11.2 shall cease to be required as to any particular Shares (i) when, in the opinion of Ropes & Xxxx, or other counsel reasonably acceptable to the Company, such restrictions are no longer required in order to assure compliance with the Securities Act or (ii) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (i) such restrictions shall cease and terminate as to any Shares or (ii) such 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 11.2 hereof.
Termination of Certain Restrictions. Notwithstanding the foregoing provisions of this Article 5, (i) the restrictions imposed by Section 5.1 upon the transferability of the Securities and the legend requirements of Sections 5.2.1
Termination of Certain Restrictions. Notwithstanding the foregoing provisions of this Article 5, the legend requirements of Section
5.1.1 shall terminate as to any Common Stock (i) when and so long as such Common Stock shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Common Stock may be transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 5.1.1 shall terminate as to any Common Stock, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate evidencing such shares of Common Stock not bearing the restrictive legend set forth in Section 5.1.1.
Termination of Certain Restrictions. Notwithstanding the foregoing provisions of this ARTICLE XII, the legend requirements of Section 12.02(a) shall terminate as to any Unit (a) when and so long as such Unit shall have been effectively registered under the Securities Act and disposed of pursuant thereto or disposed of pursuant to the provisions of Rule 144 (or any successor rule) thereof or (b) when the Company shall have received an opinion of counsel (or such other evidence) reasonably satisfactory to it that such Unit may be Transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 12.02(a) shall terminate as to any Unit, the holder thereof, if such Unit is represented by a certificate, shall be entitled to receive from the Company, at the Company’s expense, a new certificate not bearing the restrictive legend set forth in Section 12.02(a).
Termination of Certain Restrictions. Notwithstanding the foregoing provisions of this Article IV, the restrictions imposed by Section 4.2(a) upon the transferability of the Securities and the legend requirements of Section 4.2(a) shall terminate as to any Security (i) when and so long as such Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Security may be transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 4.2(a) shall terminate as to any Security, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new Security not bearing the restrictive legend set forth in Section 4.2(a).
Termination of Certain Restrictions. (a) The restrictions in Section 5.1(a) shall terminate upon the occurrence of any of the events specified in Sections 5.2(b)(ii), (iii), (iv) or (v).
(b) The restrictions in Section 5.1(b) shall terminate upon any of the following (each a "Standstill Termination Event"):
(i) a quarterly distribution on the Preferred Shares is in arrears for any quarter for a period exceeding five days,
(ii) the occurrence of a Change of Control,
(iii) the authorization by the Board (with the director or directors nominated and serving pursuant to Section 5.9 of the Merger Agreement, if any, voting against) of the direct or indirect solicitation of offers with respect to any merger, consolidation, other business combination, liquidation or sale of the Company or all or substantially all of its assets or any other similar extraordinary transaction (any of the foregoing, other than any transaction in which the Company is the surviving and acquiring entity and in which (A) the only other parties to the transaction are subsidiaries or Controlled Affiliates of the Company or (B) the business or assets acquired do not, or would not reasonably be expected to, have a value greater than 50% of the assets of the Company and its subsidiaries, consolidated, prior to such transaction, a "Covered Transaction"), it being understood that mere direction by the Board that the officers of the Company or a committee of the Board review and report on a proposal originated by any officer or director of the Company or by a third party that might result in a solicitation of offers shall not, without more, be deemed a "solicitation of offers," provided the director or directors nominated and serving pursuant to Section 5.9 of the Merger Agreement, if any, receive notice of and have the opportunity to participate in any meeting of the Board at which such a direction is made or the report of the officers of the Company or such committee of the Board is presented,
(iv) the written submission by any person or Group other than the Preferred Holder of a proposal to the Company (including the Board and any agent, representative or Affiliate of the Company) with respect to, or otherwise expressing interest in pursuing, a Covered Transaction, unless, as soon as practicable after receipt of any such proposal, the Board determines that such proposal is not in the best interests of the Company and its shareholders and continues to reject such proposal as a result of such determination,
(v) in connection with a...
Termination of Certain Restrictions. Notwithstanding the provisions of Section 3.10, (a) the restrictive legends required by Section 3.10(a) shall terminate as to any shares of Common Stock or Common Stock Equivalents (i) when and so long as such shares of Common Stock or Common Stock Equivalents shall have been effectively registered under the Securities Act and disposed of pursuant thereto or disposed of pursuant to the provisions of Rule 144 promulgated under the Securities Act or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares of Common Stock or Common Stock Equivalents may be Transferred without registration thereof under the Securities Act and that such legend may be removed, and (b) the restrictive legends required by Section 3.10(b) shall terminate as to any shares of Common Stock or Common Stock Equivalents upon an Initial Public Offering. Whenever the restrictions described in the legends set forth in Section 3.10(a) or (b), as applicable, shall terminate as to any shares of Common Stock or Common Stock Equivalents, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock or Common Stock Equivalents not bearing such restrictive legend.
