Common use of Termination of Restrictions Clause in Contracts

Termination of Restrictions. The restrictions imposed by this Section 10 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicable, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the Company, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.1.

Termination of Restrictions. The restrictions imposed by this Section 10 7 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.17.1.

Termination of Restrictions. The restrictions imposed by this Section 10 9 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expenseexpense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 10.19.1.

Termination of Restrictions. The Subject to the Stockholders Agreement,, the restrictions imposed by this Section 10 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder; provided no such opinion shall be required for any disposition by the Holder to an Affiliate or Related Fund. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.1.

Termination of Restrictions. The restrictions imposed by this Section 10 12 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicable, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the Companythat are Common Stock, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.112.1.

Termination of Restrictions. The restrictions imposed by this Section 10 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities stock certificates of like tenor representing such Restricted Securities which shall not bearing bear the applicable legends required by Section 10.1.

Termination of Restrictions. The restrictions imposed by this Section 10 9 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statementstatement and applicable state securities and blue sky laws, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities ActAct and applicable state securities and blue sky laws, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act or applicable state securities and blue sky laws upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.19.1.

Termination of Restrictions. The restrictions imposed by this --------------------------- Section 10 9 on the transferability of Restricted Securities to comply with the Securities Act and state securities or Blue Sky laws shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.19.1.

Termination of Restrictions. The restrictions imposed by this Section 10 7 on the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statementstatement and applicable state securities and blue sky laws, (b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities ActAct and applicable state securities and blue sky laws, or (c) when, in the reasonable opinion of both counsel for the Holder and counsel for the Company or DSW, as applicableCompany, such restrictions are no longer required or necessary in order to protect the Company or DSW, as applicable, against a violation of the Securities Act or applicable state securities and blue sky laws upon any sale or other disposition of such securities without registration thereunder. Whenever such restrictions shall cease and terminate as to any Restricted Securities of the CompanySecurities, the Holder shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing the applicable legends required by Section 10.17.1.