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.
Appears in 2 contracts
Samples: Stockholders Agreement (Details Inc), Stockholders Agreement (Ddi Corp)
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.
Appears in 2 contracts
Samples: Stockholders Agreement (Ddi Corp), Stockholders Agreement (Ddi Corp)
Termination of Certain Restrictions. The legend set forth in restrictions imposed by Section ----------------------------------- 11.2 11.3 hereof upon the transferability of Shares shall cease to be required and terminate as to any particular Shares (i) when, in the opinion of Ropes & Xxxx, Xxxx or other counsel reasonably acceptable to the Company, such restrictions are no longer required in order to assure ensure 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 11.3 hereof.
Appears in 1 contract
Termination of Certain Restrictions. The legend set forth restrictions imposed by the Securities Act as described in Section ----------------------------------- 11.2 9.2 upon the transferability of Shares shall cease to be required and terminate as to any particular Shares (i) when, in the opinion of Ropes Xxxxxx Xxxxxx & Xxxxxxx LLP, Xxxx, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 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 Whenever (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 hereof9.2.
Appears in 1 contract
Samples: Shareholder Agreement (Southern Bottled Water Co Inc)