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 (x) 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 (y) 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 Restricted Period. Whenever such restrictions shall cease and terminate as to any Shares, 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 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 any Stockholder a certificate or an opinion of such Stockholder's counsel with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from such Stockholder's stock certificates, any such certificate or opinion of counsel to be reasonably satisfactory to the Company.

Appears in 2 contracts

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

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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 shares (xi) 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 (yii) 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 Restricted Dribble Out Period. Whenever such restrictions shall cease and terminate as to any Sharesshares, the Stockholder holding such 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 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 any Stockholder Shareholder 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 such Stockholder's Shareholder’s stock certificates, any such which certificate or opinion of counsel to 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)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular Shares shares (xi) 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 (yii) 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 Restricted Lock-Up Period. Whenever such restrictions shall cease and terminate as to any Sharesshares, the Stockholder holding such 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 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 any Stockholder Shareholder 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 such Stockholder's Shareholder’s stock certificates, any such which certificate or opinion of counsel to will be reasonably satisfactory to the Company.

Appears in 2 contracts

Samples: Lock Up Agreement (TherapeuticsMD, Inc.), Operating Agreement (AMHN, Inc.)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i) shall cease and terminate as to any particular Shares (x) 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 (y) 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 Restricted Period. Whenever such restrictions shall cease and terminate as to any Shares, the Stockholder holding such shares Atomic Fusion shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer 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 any Stockholder Atomic Fusion a certificate or an opinion of such Stockholder's counsel with respect to any relevant matters in connection with the removal of the legend(s) set forth in Section 4(a)(i) from such Stockholder's stock certificates, any such certificate or opinion of counsel 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)(i) shall cease and terminate as to any particular Shares shares (xi) 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 (yii) 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 Restricted Lock-Up Period. Whenever such restrictions shall cease and terminate as to any Sharesshares, the Stockholder holding such 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 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 any Stockholder Shareholder 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 such Stockholder's Shareholder’s stock certificates, any such which certificate or opinion of counsel to will be reasonably satisfactory to the Company.

Appears in 1 contract

Samples: Lock Up Agreement (AMHN, Inc.)

Termination of Restrictive Legends. The restrictions referred to in Section 4(a)(i3.4(a) shall cease and terminate as to any particular Shares shares (x) 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 (y) when such Shares 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)(ii3.4(b) shall cease and terminate at the end of the Restricted Period. Whenever such restrictions shall cease and terminate as to any Sharesshares, and subject to Section 6.5(b), the Stockholder Founder holding such shares shall be entitled to receive from the Company, in exchange for such legended certificates, without expense (other than applicable transfer taxes, if any, if such unlegended Shares shares are being delivered and transferred to any 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)3.4. The Company may request from any Stockholder Founder a certificate or an opinion of such Stockholder's Founder’s counsel 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 such Stockholder's Founder’s stock certificates, any such certificate or opinion of counsel to be reasonably satisfactory to the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (IntelliHome, Inc.)

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