Common use of Unrestricted Shares Clause in Contracts

Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) Shares represented by a certificate have been registered under an effective registration statement filed under the Securities Act, (b) a holder of the Securities 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 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 the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) such Securities can be sold without restriction as to the number of the Securities sold under Rule 144(k), the Company shall permit the transfer of such Securities, and the Transfer Agent shall issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor the Company may require that the restrictive legend be placed on any certificates for such Shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and the Investor shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144.

Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) the Shares represented by a certificate have been registered under an effective registration statement filed under the Securities Act, or (b) subject to compliance with Section 2.6(a) hereof, a holder of the Securities 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 Securities 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, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) such Securities can be sold without restriction as to the number of the Securities sold under Rule 144(k), the Company shall will permit the transfer of such Securitiesthe Shares, and the Transfer Agent shall will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such the Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor the Company may require that the restrictive legend be placed on any certificates for such the Shares that cannot be sold pursuant to an effective registration statement or under Rule 144statement, and the each Investor shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144, subject to the receipt of an opinion of counsel as described in clause (b) above.

Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) the Shares represented by a certificate have been registered under an effective registration statement filed under the Securities Act, or (b) subject to compliance with Section 2.6(a) hereof, a holder of the Securities 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 Securities 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, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) such Securities can be sold without restriction as to the number of the Securities sold under Rule 144(k), the Company shall will permit the transfer of such Securitiesthe Shares, and the Transfer Agent shall will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such the Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor the Company may require that the restrictive legend be placed on any certificates for such the Shares that cannot be sold pursuant to an effective registration statement or under Rule 144statement, and the Investor shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144, subject to the receipt of an opinion of counsel as described in clause (b) above.

Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) the resale of the Shares represented by a certificate have has been registered under an effective registration statement filed under the Securities Act, or (b) subject to compliance with Section 2.6(a) hereof, a holder of the Securities 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 Securities 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, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities can be sold under Rule 144, or (d) such Securities can be sold without restriction as to the number of the Securities sold under Rule 144(k), the Company shall will permit the transfer of such Securitiesthe Shares, and the Transfer Agent shall will issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such the Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor Purchaser the Company may (i) require that the restrictive legend be placed on any certificates for such the Shares that cannot be sold pursuant to an effective registration statement or under Rule 144statement, and the Investor each Purchaser shall cooperate in the replacement of such legend, or (ii) deliver to the Transfer Agent a "stop transfer" order with respect to such Shares. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144, subject to the receipt of an opinion of counsel as described in clause (b) above.

Unrestricted Shares. If, unless otherwise required by applicable state ------------------- securities laws, (a) Shares represented by a certificate have been registered under an effective registration statement filed under the Securities Act, (b) a holder of the Securities 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 Securities 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, (c) such holder provides the Company and the Transfer Agent with reasonable assurances that such Securities Shares can be sold under Rule 144, or (d) such Securities Shares can be sold without restriction as to the number of the Securities Shares sold under Rule 144(k), the Company shall permit the transfer of such SecuritiesShares, and the Transfer Agent shall issue one or more certificates, free from any restrictive legend, in such name and in such denominations as specified by such holder. In the event that the restrictive legend is removed from any of the certificates for such Shares and thereafter the effectiveness of a registration statement covering such Shares is suspended or terminated or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon a reasonable advance notice to the Investor the Company may require that the restrictive legend be placed on any certificates for such Shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and the Investor shall cooperate in the replacement of such legend. Such legend shall thereafter be removed when such Shares may again be sold pursuant to an effective registration statement or Rule 144.