Common use of Termination of Restrictions on Transferability Clause in Contracts

Termination of Restrictions on Transferability. The conditions precedent imposed by this Section 8 upon the transferability of the Shares, Property Shares, Warrant and Conversion Shares shall cease and terminate as to any of the Shares, Property Shares, Warrant or Conversion Shares when (i) such securities shall have been registered under the 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, (ii) 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 (iii) when such securities are transferable in accordance with the provisions of Rule 144(k) promulgated under the 1933 Act. Whenever the conditions imposed by this Section 8 shall terminate as hereinabove provided with respect to any of the Shares, Property Shares, Warrant or Conversion Shares, the holder of any such securities bearing the legend set forth in this 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, a new Warrant or new shares certificates not bearing such legend.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Brandywine Realty Trust), Securities Purchase Agreement (Brandywine Realty Trust)

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Termination of Restrictions on Transferability. The conditions ---------------------------------------------- precedent imposed by this Section 8 Article 7 upon the transferability of the Shares, Property Shares, the --------- Warrants or the Warrant and Conversion Shares shall cease and terminate as to any of the Shares, Property Shares, the Warrants or the Warrant or Conversion Shares when (ia) such securities shall have been registered under the 1933 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, (iib) 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 7.2 to the ----------- effect that the restrictive legend on such securities is no longer required, or (iiic) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the 1933 Securities Act. Whenever the conditions imposed by this Section 8 Article 7 shall --------- terminate as hereinabove provided with respect to any of the Shares, Property Shares, the Warrants or the Warrant or Conversion Shares, the holder of any such securities bearing the legend set forth in this Section 8 Article 7 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, a new Warrant stock certificates or new shares certificates Warrants not bearing such legend.

Appears in 2 contracts

Samples: Purchase Agreement (LLR Equity Partners Lp), Purchase Agreement (Opinion Research Corp)

Termination of Restrictions on Transferability. The conditions precedent imposed by this Section 8 upon the transferability of the Shares, Property Shares, the Warrant and Conversion the Warrant Shares shall cease and terminate as to any of the Shares, Property Shares, the Warrant or Conversion and the Warrant Shares when (i) when such securities shall have been registered under the 1933 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 Statement), (ii) 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 (iii) when such securities are transferred pursuant to Rule 144 or become transferable in accordance with the provisions of Rule 144(k) promulgated under the 1933 Securities Act. Whenever the conditions imposed by this Section 8 shall terminate as hereinabove provided with respect to any of the Shares, Property Shares, Shares or the Warrant or Conversion Shares, the holder of any such securities bearing the legend set forth in this Section 8 as to which such conditions shall have terminated 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, a new Warrant or new shares stock certificates not bearing such legend.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Seachange International Inc)

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Termination of Restrictions on Transferability. The ---------------------------------------------- conditions precedent imposed by this Section 8 upon the transferability of the Common Shares, Property Shares, Warrants and Warrant and Conversion Shares shall cease and terminate as to any of the Common Shares, Property Shares, Warrants or Warrant or Conversion Shares when (i) such securities shall have been registered under the 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, (ii) 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 (iii) when such securities are transferable in accordance with the provisions of Rule 144(k) promulgated under the 1933 Act. Whenever the conditions imposed by this Section 8 shall terminate as hereinabove provided with respect to any of the Common Shares, Property Shares, Warrants or Warrant or Conversion Shares, the holder of any such securities bearing the legend set forth in this 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, a new Warrant Warrants in accordance with the terms thereof, or new shares certificates stock certificates, not bearing such legend.

Appears in 1 contract

Samples: Securities Purchase Agreement (Score Board Inc)

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