Common use of Termination of Restrictive Legends Clause in Contracts

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares (i) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (ii) when such shares shall have been transferred in a Rule 144 transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Period. Whenever such restrictions shall cease and terminate as to any shares, Shareholder shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the registered holder thereof), new certificates for a like number of shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder a certificate or an opinion of counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s stock certificates, which certificate or opinion of counsel will be reasonably satisfactory to the Company.

Appears in 2 contracts

Samples: Lock Up Agreement (Zev Ventures Inc.), Lock Up Agreement (Your Internet Defender, Inc)

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Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares (i) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (ii) when such shares shall have been transferred in a Rule 144 transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Lock-Up Period. Whenever such restrictions shall cease and terminate as to any shares, Shareholder shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the registered holder thereof), new certificates for a like number of shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder a certificate or an opinion of counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s stock certificates, which certificate or opinion of counsel will be reasonably satisfactory to the Company.

Appears in 2 contracts

Samples: Lock Up Agreement (TherapeuticsMD, Inc.), Agreement and Plan of Merger (AMHN, Inc.)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares Shares (ix) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (iiy) when such shares Shares shall have been transferred in a Rule 144 transfer Transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Restricted Period. Whenever such restrictions shall cease and terminate as to any sharesShares, Shareholder the Stockholder holding such shares shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares Shares are being delivered and transferred to any person Person other than the registered holder thereof), new certificates for a like number of shares Shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder any Stockholder a certificate or an opinion of such Stockholder's counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s such Stockholder's stock certificates, which any such certificate or opinion of counsel will to be reasonably satisfactory to the Company.

Appears in 2 contracts

Samples: Lock Up Agreement (Cdknet Com Inc), Lock Up Agreement (Hilfiger Tommy Corp)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares Shares (ix) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (iiy) when such shares Shares shall have been transferred in a Rule 144 transfer Transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Restricted Period. Whenever such restrictions shall cease and terminate as to any sharesShares, Shareholder Atomic Fusion shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares Shares are being delivered and transferred to any person Person other than the registered holder thereof), new certificates for a like number of shares Shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder Atomic Fusion a certificate or an opinion of such Stockholder's counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s such Stockholder's stock certificates, which any such certificate or opinion of counsel will to be reasonably satisfactory to the Company.

Appears in 1 contract

Samples: General Release and Settlement Agreement (Teamstaff Inc)

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Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i3.4(a) shall cease and terminate as to any particular shares (ix) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or (iiy) when such shares shall have been transferred in a Rule 144 transfer Transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii3.4(b) shall cease and terminate at the end of the Dribble Out Restricted Period. Whenever such restrictions shall cease and terminate as to any shares, Shareholder and subject to Section 6.5(b), the Founder holding such shares shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares are being delivered and transferred to any person Person other than the registered holder thereof), new certificates for a like number of shares not bearing the relevant legend(s) set forth in Section 4(a)3.4. The Company may request from Shareholder any Founder a certificate or an opinion of such Founder’s counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i3.4(a) from Shareholdersuch Founder’s stock certificates, which any such certificate or opinion of counsel will to be reasonably satisfactory to the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (IntelliHome, Inc.)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular shares (i) when, in the opinion of counsel for the Company, such restriction is no longer required in order to assure compliance with the Securities Act or this Agreement, or (ii) when such shares shall have been transferred in a Rule 144 transfer or effectively registered under the Securities Act. The restrictions referred to in Section 4(a)(ii) shall cease and terminate at the end of the Dribble Out Lock-Up Period. Whenever such restrictions shall cease and terminate as to any shares, Shareholder shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer fees and taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the registered holder thereof), new certificates for a like number of shares not bearing the relevant legend(s) set forth in Section 4(a). The Company may request from Shareholder a certificate or an opinion of counsel of Shareholder with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from Shareholder’s stock certificates, which certificate or opinion of counsel will be reasonably satisfactory to the Company.

Appears in 1 contract

Samples: Lock Up Agreement (AMHN, Inc.)

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