Unrestricted Securities. If, unless otherwise required by applicable state securities laws, (a) the Securities represented by a certificate have been sold under an effective registration statement filed under the Securities Act, (b) a holder of Securities provides the Company with an opinion of counsel, if requested by the Company, in form, substance and scope customary for opinions of counsel in comparable transactions, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act and such sale may occur without restriction on the timing or manner of such sale or transfer or (c) the Securities represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k), the Company will permit the transfer of the Securities, and the transfer agent will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder in accordance with the Transfer Agent Instructions. Notwithstanding anything herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided that such pledge will not alter the provisions of this Article V with respect to the removal of restrictive legends.
Unrestricted Securities. If, unless otherwise required by applicable state securities laws, (a) the resale of the Shares represented by a certificate has been registered under an effective registration statement filed under the Securities Act, (b) a holder of Shares provides the Company and the Transfer Agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Shares may be made without registration under the Securities Act and such sale either may occur without restriction on the manner of such sale or transfer, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Shares can be sold under Rule 144, or (d) the Shares represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k), the Company will permit the transfer of the Shares, and the Transfer Agent will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder.
Unrestricted Securities. If, unless otherwise required by applicable state securities laws, (a) the resale of the Securities represented by a certificate has been registered under an effective registration statement filed under the Securities Act, (b) a holder of Securities provides Delphax and the Transfer Agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act and such sale either has occurred or may occur without restriction on the manner of such sale or transfer, (c) such holder provides Delphax and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) the Securities represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k), Delphax will permit the transfer of the PIK Interest Shares and Warrant Shares, and the Transfer Agent will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. Notwithstanding anything herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided that such pledge will not alter the provisions of this Article V with respect to the removal of restrictive legends.
Unrestricted Securities. (a) Subject to Section 4.12 hereof, certificates evidencing the Common Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 2.7 hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Common Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). If all or any portion of a Warrant is converted or exercised (as applicable) at a time when there is an effective registration statement to cover the resale of the Common Shares or Warrant Shares, or if such Common Shares or Warrant Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Common Shares or Warrant Shares, as applicable, shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 5.2, it will, no later than five Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Common Shares or Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the "Legend Removal Date"), deliver or cause to be delivered to such Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Investors by crediting the account of the Investor's prime broker with the Depository Trust Company System.
(b) In addition to such Investor's other available remedies, the Company shall pay to an Investor, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Common Shares (or Warrant Shares underlying a Warrant tendered for legend removal) (based on the VWAP of the Common Stock on the date such ...
Unrestricted Securities. If, unless otherwise required by applicable state securities laws, (i) the Shares or Warrant Shares represented by a book-entry shares or certificates have been registered under an effective Registration Statement filed under the Securities Act, (ii) a Holder of Shares or Warrant Shares provides the Company and its transfer agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such shares may be made without registration under the Securities Act and such sale either has occurred or may occur without restriction on the manner of such sale or transfer, (iii) such Holder provides the Company and its transfer agent with reasonable assurances that the Holder has sold such Shares or Warrant Shares under Regulation S, if applicable, or (iv) the Shares or Warrant Shares represented by a certificate can be sold without restriction as to the number of securities sold under Regulation S, if applicable, the Company will (x) in the event of (i) or (ii) above, authorize its transfer agent to remove any restrictive legend relating to the transferability of such securities under the Securities Act, (y) in the event of (i) or (ii) above, permit the issuance to such Holder of replacement book-entry shares or a stock certificate representing such shares without any such restrictive legend and (z) permit the transfer of the Shares or Warrant Shares by such Holder to a third party, upon such Holder’s request.
Unrestricted Securities. If, (a) the Purchased Shares represented by a certificate have been registered under an effective Registration Statement filed under the Securities Act and sold under such Registration Statement, (b) Investor provides the Company and it’s transfer agent with reasonable assurances that such shares can be sold under Rule 144, or (c) the Purchased Shares represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k), the Company will permit the transfer of such securities, and will instruct its transfer agent to issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by Investor. Notwithstanding anything herein to the contrary, the Purchased Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; provided that such pledge will not alter the provisions of this section with respect to the removal of restrictive legends.
Unrestricted Securities. If (i) the Shares, the Options or the Option Shares represented by a certificate have been sold pursuant to an effective registration statement filed under the Securities Act, (ii) a holder of the Shares, the Options or the Option Shares provides the Company and the Transfer Agent, as applicable, with an opinion of counsel reasonably satisfactory to the Company to the effect that a public sale or transfer of any of such securities may be made without registration under the Securities Act and such sale either has occurred or may occur without restriction on the timing or manner of such sale or transfer or (iii) the Shares, the Options or the Option Shares represented by a certificate can be sold without restriction as to the number of securities sold under Rule 144(k) promulgated under the Securities Act, the Company will permit the transfer of the Shares, the Options or the Option Shares, as the case may be, and the Transfer Agent or the Company, as applicable, will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder.
Unrestricted Securities. IF, UNLESS OTHERWISE REQUIRED BY APPLICABLE STATE SECURITIES LAWS, (A) THE SECURITIES REPRESENTED BY A CERTIFICATE HAVE BEEN REGISTERED UNDER AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND SOLD UNDER SUCH REGISTRATION STATEMENT, (B) SUCH HOLDER PROVIDES THE COMPANY AND THE TRANSFER AGENT WITH REASONABLE ASSURANCES THAT SUCH SECURITIES CAN BE SOLD UNDER RULE 144, OR (C) THE SECURITIES REPRESENTED BY A CERTIFICATE CAN BE SOLD WITHOUT RESTRICTION AS TO THE NUMBER OF SECURITIES SOLD UNDER RULE 144(K), THE COMPANY WILL PERMIT THE TRANSFER OF THE APPLICABLE SECURITIES, AND THE TRANSFER AGENT WILL ISSUE ONE OR MORE CERTIFICATES, FREE FROM ANY RESTRICTIVE LEGEND, IN SUCH NAME AND IN SUCH DENOMINATIONS AS SPECIFIED BY SUCH HOLDER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITIES MAY BE PLEDGED AS COLLATERAL IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LENDING ARRANGEMENT; PROVIDED THAT SUCH PLEDGE WILL NOT ALTER THE PROVISIONS OF THIS ARTICLE V WITH RESPECT TO THE REMOVAL OF RESTRICTIVE LEGENDS.
Unrestricted Securities. The Sellers shall cause LHSP to file a ----------------------- Registration Statement with the SEC registering the resale of the Common Shares by the Purchaser pursuant to the terms of the Registration Rights Agreement, and shall fully enforce LHSP's obligations under such Registration Rights Agreement. The Sellers shall cause the Common Shares to be delivered to the Purchaser hereunder to be freely tradable pursuant to an effective registration statement at all times (subject to Permitted Blackout Periods) during the Registration Period (as defined in the Registration Rights Agreement). None of the Common Shares delivered to the Purchaser in satisfaction of Sellers' obligations under this Article V (whether as a result of the occurrence of the Determination Date, or otherwise) shall contain a restrictive legend or otherwise be subject to restrictions on sale or transfer under the 1933 Act, other than to the extent such restrictions would arise if the Purchaser were an affiliate (as defined under the 0000 Xxx) of LHSP, or to the extent imposed during Permitted Blackout Periods.
Unrestricted Securities. Sellers shall cause LHSP to file a ----------------------- Registration Statement with the SEC registering the resale of the Common Shares by the Purchasers pursuant to the terms of the Registration Rights Agreement, and shall fully enforce LHSP's obligations under such Registration Rights Agreement. Sellers shall cause the Common Shares to be delivered to Purchasers hereunder to be freely tradable pursuant to an effective registration statement at all times (subject to Permitted Blackout Periods) until the earlier to occur of (i) two years following the Share Transfer Date, (ii) the date that all Common Shares received by each Purchaser hereunder have been sold or (iii) the date the Common Shares may be sold, by the original Purchasers or otherwise, without restriction under Rule 144 (the "Registration Period"). None of the -------------------- Common Shares delivered to the Purchasers in satisfaction of Sellers' obligations under this Article V (whether as a result of acceleration of the Determination Date, or otherwise) shall contain a restrictive legend or otherwise be subject to restrictions on sale or transfer under the Securities Act of 1933, other than to the extent such restrictions arise as a result of the status of any Purchaser as an affiliate (as defined under the Securities Act) of LHSP, or to the extent imposed during Permitted Blackout Periods.
