Common use of Termination of Restrictions on Transferability Clause in Contracts

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE 8 upon the transferability of the Shares shall cease and terminate as to any of the Shares when (a) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (b) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant to the second sentence of SECTION 8.3 to the effect that the restrictive legend on such securities is no longer required, or (c) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this ARTICLE 8 shall terminate as hereinabove provided with respect to any of the Shares, the holder of any such securities bearing the legend set forth in this ARTICLE 8 as to which such conditions shall have terminated shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE 8 Section 10 upon the transferability of the Notes and Conversion Shares shall cease and terminate as to any of the Notes or Conversion Shares when (ai) such securities shall have been registered under the Securities 1933 Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (bii) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant to the second sentence of SECTION 8.3 to the effect that the restrictive legend on such securities is no longer required, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities 1933 Act. Whenever the conditions imposed by this ARTICLE 8 Section 10 shall terminate as hereinabove provided herein with respect to any of the Notes or Conversion Shares, the holder of any such securities bearing the legend set forth in this ARTICLE 8 Section 10 as to which such conditions shall have terminated shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, 19 new Notes in accordance with Section 7.1(b) or (c) hereof or new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE Section 8 upon the transferability of the Common Shares shall cease and terminate as to any of the Common Shares when (ai) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, or (bii) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant to the second sentence of SECTION Section 8.3 to the effect that the restrictive legend on such securities is no longer required, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities ActAct and Section 8.3 above. Whenever the conditions imposed by this ARTICLE Section 8 shall terminate as hereinabove provided with respect to any of the Common Shares, the holder of any such securities bearing the legend set forth in this ARTICLE Section 8 as to which such conditions shall have terminated shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE 8 Section 6.16 upon the transferability of the Xxxxxx Shares shall cease and terminate as to any of the Xxxxxx Shares when (ai) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, or (bii) at such time as an opinion of counsel satisfactory to the Company Xxxxxx shall have been rendered as required pursuant to the second sentence of SECTION 8.3 Section 6.16(b) to the effect that the restrictive legend on such securities is no longer required, but in any event not prior to one year from the Effective Time, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) 144 promulgated under the Securities ActAct and Section 6.16(b) above. Whenever the conditions imposed by this ARTICLE 8 Section 6.16 shall terminate as hereinabove provided with respect to any of the Xxxxxx Shares, the holder of any such securities bearing the legend set forth in this ARTICLE 8 Section 6.17 as to which such conditions shall have terminated shall be entitled to receive from the CompanyXxxxxx, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE Section 8 upon the transferability of the Common Shares shall cease and terminate as to any of the Common Shares when (ai) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, or (bii) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant to the second sentence of SECTION Section 8.3 to the effect that the restrictive legend on such securities is no longer required, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k144 (k) promulgated under the Securities ActAct and Section 8.3 above. Whenever the conditions imposed by this ARTICLE Section 8 shall terminate as hereinabove provided with respect to any of the Common Shares, the holder of any such securities bearing the legend set forth in this ARTICLE Section 8 as to which such conditions shall have terminated shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE Section 8 upon the transferability of the Common Shares shall cease and terminate as to any of the Common Shares when (ai) such securities shall have been registered under the Securities 1933 Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, (bii) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant to the second sentence of SECTION Section 8.3 to the effect that the restrictive legend on such securities is no longer required, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities 1933 Act. Whenever the conditions imposed by this ARTICLE Section 8 shall terminate as hereinabove provided with respect to any of the Common Shares, the holder of any such securities bearing the legend set forth in this ARTICLE Section 8 as to which such conditions shall have terminated shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock Common Shares certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions precedent imposed by this ARTICLE 8 Section 6.17 upon the transferability of the Xxxxxx Shares shall cease and terminate as to any of the Xxxxxx Shares when (ai) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securities, or (bii) at such time as an opinion of counsel satisfactory to the Company Xxxxxx shall have been rendered as required pursuant to the second sentence of SECTION 8.3 Section 6.17(b) to the effect that the restrictive legend on such securities is no longer requiredrequired (but not prior to the expiration of one year from the Closing Date), or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) 144 promulgated under the Securities ActAct and Section 6.17 above. Whenever the conditions imposed by this ARTICLE 8 Section shall terminate as hereinabove provided with respect to any of the Xxxxxx Shares, the holder of any such securities bearing the legend set forth in this ARTICLE 8 Section 6.18 as to which such conditions shall have terminated shall be entitled to receive from the CompanyXxxxxx, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Termination of Restrictions on Transferability. The conditions ---------------------------------------------- precedent imposed by this ARTICLE Section 8 upon the transferability of the Shares, the Additional Shares (if any), the Warrant and the Warrant Shares shall cease and terminate as to any of the Shares, the Additional Shares (if any), the Warrant and the Warrant Shares (i) when (a) such securities shall have been registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such securitiessecurities (including, without limitation, the Registration Statements), (bii) at such time as an opinion of counsel satisfactory to the Company shall have been rendered as required pursuant provided with an opinion of counsel in form and substance reasonably satisfactory to the second sentence of SECTION 8.3 Company to the effect that the restrictive legend on such securities is no longer requiredrequired in order to establish compliance with the provisions of the Securities Act, or (ciii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the Securities Act. Whenever the conditions imposed by this ARTICLE Section 8 shall terminate as hereinabove provided with respect to any of the Shares, the Additional Shares (if any) or the Warrant Shares, the holder of any such securities bearing the legend set forth in this ARTICLE 8 as to which such conditions shall have terminated Section 8.2 shall be entitled to receive from the Company, without expense (except for the payment of any applicable transfer taxtaxes) and as expeditiously as possible, new stock certificates not bearing such legend.