LDSR Forbearance Obligations Sample Clauses

LDSR Forbearance Obligations. In order to induce AFT to forbear from the exercise of its rights and remedies as set forth above, LDSR hereby further covenants and agrees that at the request of AFT, LDSR shall give its transfer agent instructions (supported by an opinion of LDSR counsel, if required or requested by the transfer agent) to the effect that, upon the transfer agent’s receipt from AFT of (i) a certificate (a “Rule 144 Certificate”) certifying that AFT has satisfied such matters as may be appropriate in accordance with Rule 144 under the Securities Act; and, (ii) an opinion of counsel acceptable to LDSR that, based on the Rule 144 Certificate, the shares being sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, then the Transfer Agent is to effect the transfer of the shares being sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred shares being sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the transfer agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the relevant AFT, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the shares being sold while held by AFT). If LDSR’s transfer agent reasonably requires any additional documentation at the time of the transfer, LDSR shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.