Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novus Therapeutics, Inc.), Stock Purchase Agreement (Novus Therapeutics, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within two (2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares and Warrant Shares to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion SharesSecurities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Conversion SharesSecurities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Conversion Shares Securities pursuant to Rule 144144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Conversion Shares Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend that the Registration Statement is no longer required with respect to such Conversion Sharesdeclared effective. If a legend removal request is no longer required made pursuant to the foregoing, the Company will, no later than two Business (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion SharesSecurities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares Securities that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares Securities in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.10 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.
Appears in 1 contract
Samples: Securities Purchase Agreement (Tyra Biosciences, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice acknowledges and agrees that a Purchaser may from any Purchaser stating that Registrable Securities have been sold time to time pledge pursuant to an effective Registration Statement, timely prepare and deliver certificates representing a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Conversion Consent Shares to be delivered to a transferee pursuant to financial institution that is an “accredited investor” as defined in Rule 501(a) under the Registration StatementSecurities Act and, which certificates shall be free if required under the terms of any restrictive legends and in such denominations and registered in such names as arrangement, such Purchaser may requesttransfer pledged or secured Consent Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company shallwill execute and deliver such reasonable documentation as a pledgee or secured party of Consent Shares may reasonably request in connection with a pledge or transfer of the Consent Shares, at its sole expenseincluding, cause its legal counsel if the Consent Shares are subject to registration pursuant to Section 2.4 above, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other counsel satisfactory applicable provision of the Securities Act to appropriately amend the transfer agent: list of selling stockholders thereunder. Certificates evidencing the Consent Shares shall not contain any legend (including the legend set forth in Section 3.2(g) hereof): (i) while a registration statement (including the Registration Statement Statement) covering the resale of such security is effectiveeffective under the Securities Act, (ii) following any sale of such Consent Shares pursuant to Rule 144, (iii) if such Consent Shares are eligible for sale under Rule 144 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 Securities and Exchange Commission (the “Commission”)). The Company shall cause its counsel to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant its transfer agent (“Transfer Agent”) or a Purchaser promptly after the Effective Date (as defined below) if required by the Transfer Agent to effect the effective Registration Statementremoval of the legend hereunder, or if requested by a Purchaser, respectively. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 2.5, it will, no later than the earlier of (i) two (2) Trading Days and (ii) provide all other opinions the number of Trading Days comprising the Standard Settlement Period (as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, defined below) following the delivery by a Purchaser to the Company or the Company’s transfer agent Transfer Agent of a legended certificate representing Consent Shares, as applicable, issued with a restrictive legend (such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoingdate, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares“Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 2.5. Certificates for Conversion Consent Shares free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) System as directed by such Purchaser. The Company warrants that As used herein, (a) “Standard Settlement Period” means the Conversion Shares shall otherwise be freely transferable standard settlement period, expressed in a number of Trading Days, on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required Company’s primary Trading Market with respect to the Conversion Common Stock as in effect on the date of delivery of a certificate representing Consent Shares, such Conversion Shares shall be as applicable, issued without with a restrictive legend, and (b) “Effective Date” means the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal earliest of the restrictive legend date that (a) the initial Registration Statement has been declared effective by the Commission, (b) all of the Consent Shares have been sold pursuant to this Section 4.1(cRule 144 or may be sold pursuant to Rule 144 or (c) following the one year anniversary of the issuance date of the Consent Shares provided that a holder of Consent Shares is predicated upon not an Affiliate of the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Legend Removal. The Company shallCertificates evidencing any of the Standby Shares shall not contain any legend (including the legend set forth in Section 3(h) hereof), at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while a registration statement covering the Registration Statement resale of such Standby Shares is effectiveeffective under the Securities Act, (ii) following any sale of such Standby Shares, or in the event a Standby Purchaser provides customary representations and covenants that such Standby Shares are being sold, pursuant to Rule 144, (iii) if such Standby Shares are eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions thereunder, 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 Securities and Exchange Commission). The Company shall cause its counsel to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be Company’s transfer agent if required by the transfer agent in connection with to effect the removal of legendsthe legend hereunder. A Purchaser may request that the Company remove, and the The Company agrees to authorize that at such time as such legend is no longer required under this Section 7(j) , it will, no later than the removal of, any legend from such Conversion Shares, earlier of (X) three (3) business days and (Y) the number of business days comprising the Standard Settlement Period (as defined below) following the delivery by a Standby Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Standby Shares bearing a restrictive legend (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1the “Legend Removal Date”), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Standby Purchaser a certificate representing such Conversion Shares shares that is free from all restrictive and other legends. The Company shall not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in Section 3(h) hereof. Certificates for Conversion Standby Shares free from all restrictive legends may subject to legend removal hereunder shall be transmitted by the Company’s transfer agent to the Purchasers a Standby Purchaser by crediting the account of the such Standby Purchaser’s prime broker with the Depository Trust Company System (“DTC”) through its Deposit/Withdrawal at Custodian system as directed by such Standby Purchaser. The Company warrants that As used herein, “Standard Settlement Period” means the Conversion Shares shall otherwise be freely transferable standard settlement period, expressed in a number of business days, on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required Company’s primary trading market with respect to the Conversion SharesCommon Stock (which as of the date of this Agreement is the NASDAQ Capital Market) as in effect on the date of delivery of a certificate representing the applicable Standby Shares (or the date of crediting such Standby Shares with DTC, such Conversion Shares shall be as applicable), as the case may be, issued without the a restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromlegend.
Appears in 1 contract
Samples: Standby Purchase Agreement (RMG Networks Holding Corp)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates legends set forth in Section 4.8(b) above shall be free of any restrictive legends removed and in such denominations and registered in such names as such Purchaser may request. Further, the Company shallshall instruct its transfer agent for the Common Stock (the “Transfer Agent”) to register the Shares in book-entry form free and clear of such legends or any other legends by electronic delivery at the applicable balance account at the Depository Trust Company, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: if (i) while such Shares have been resold under an effective registration statement under the Registration Statement Securities Act, (ii) such Shares are sold or transferred in connection with a resale transaction in compliance with Rule 144 (if the transferor is effectivenot an Affiliate of the Company), or (iii) such Shares are eligible for resale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions. The Company further agrees that it shall cause its counsel (i) after the effective date of a registration statement registering the resale of the Shares, to issue to the transfer agent Transfer Agent, if required by the Transfer Agent, a “blanket” legal opinion or other letter to allow sales without restriction pursuant to the effective Registration Statement, registration statement and (ii) provide all other opinions of counsel as may reasonably be required by the transfer agent Transfer Agent in connection with the removal of legendslegends pursuant to this Section 7.6. A Purchaser may Following Rule 144 becoming available for the resale of the Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to the Shares and without volume or manner-of-sale restrictions, the Company, upon the request of the Purchaser, shall cause Company counsel or other counsel satisfactory to the Transfer Agent to issue to the Transfer Agent a legal opinion stating that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following 144 without the time a legend is no longer requirement for the Company to be in compliance with the current public information required with respect under Rule 144 as to such Conversion Sharessecurities and without volume or manner-of-sale restrictions. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company Any fees (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion SharesTransfer Agent, Company counsel or otherwise) associated with the issuance of such Conversion Shares opinion or the removal of such legends shall be issued without borne by the restrictive legends Company. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in Section 4.1(b4.8(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant , other than with respect to this any lock-up restrictions in connection with Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom7.3.
Appears in 1 contract
Legend Removal. The Company shallUpon request of the Purchaser, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing if such legend is no longer required under the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends 1933 Act and in such denominations and registered in such names as such Purchaser may request. Furtherapplicable state securities laws, the Company shallshall promptly cause the legend to be removed from any certificate for any Conversion Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing such Conversion Shares that are free from all restrictive and other legends or, at its sole expensethe request of such Purchaser, cause its legal counsel or other counsel satisfactory via DWAC transfer to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendssuch Purchaser’s account. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such the Conversion Shares, upon the earliest of (x) such time as the Conversion Shares are subject to an effective registration statement covering the resale of such Conversion Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.19.02, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares Series F Preferred Stock into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b)9.01. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 9.02 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any a Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within one (1) Business Day of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares Securities to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, agent to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends, subject to the requirements under the Securities Act and the rules and regulations promulgated thereunder. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion SharesSecurities, following the delivery by such Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to Rule 144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Securities are eligible for sale under Rule 144(b)(1) or (iii) such Securities have been sold or transferred pursuant to an effective registration statement. If a legend removal request is made pursuant to the foregoing, the Company will, no later than one (1) Business Day following the delivery by such Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Securities (i) following any sale or a request for legend removal, in the case of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1Securities issued in book-entry form), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares Securities that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by such Purchaser. Certificates for Conversion Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers such Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this AgreementXxxxxx. If a the Purchaser effects a transfer of the Conversion Shares Securities in accordance with this Section 4.12.8, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser Holder to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 2.8 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and the Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers.
Appears in 1 contract
Samples: Registration Rights Agreement (Protara Therapeutics, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing In connection with the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free written request of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. FurtherHolder, the Company shallshall remove any restrictive legend included on the certificates (or, at in the case of book-entry shares, any other instrument or record) representing such Holder’s and/or its sole expenseaffiliates’ or permitted transferee’s ownership of Registrable Securities, cause its legal counsel and promptly issue a certificate (or evidence of the issuance of securities in book-entry form) without such restrictive legend or any other counsel satisfactory restrictive legend to the transfer agent: holder of the applicable shares of Registrable Securities upon which it is stamped, if (i) while such Registrable Securities are registered for resale under the Securities Act and such Registration Statement is effectivefor such Registrable Securities has not been suspended under the Securities Act, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to Exchange Act or the effective Registration Statementrules and regulations of the Commission promulgated thereunder, and (ii) provide all other opinions as may reasonably be required by such Registrable Securities are sold or transferred pursuant to Rule 144, or (iii) such Registrable Securities are eligible for sale pursuant to Section 4(a)(1) of the transfer agent in connection with Securities Act or Rule 144 without volume or manner-of-sale restrictions. Following the removal earlier of legends. A Purchaser may request that (A) the effective date of a Registration Statement registering such Registrable Securities or (B) Rule 144 becoming available for the resale of such Registrable Securities without volume or manner-of-sale restrictions, the Company removeupon the written request of the Holder or its permitted transferee, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or shall instruct the Company’s transfer agent of a legended certificate representing to remove the legend from such Conversion Shares: Registrable Securities (i) following any sale of such Conversion Shares pursuant to Rule 144, in whatever form). Any reasonable and documented fees (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to the transfer agent, the Company’s counsel, or otherwise) associated with the removal of such Conversion Shareslegend shall be borne by the Company. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days as soon as practicable following the delivery by a Purchaser any Holder or its permitted transferee to the Company or the Company’s transfer agent (with notice to the Company) of a legended certificate (if applicable) representing such Conversion SharesRegistrable Securities and, to the extent such sale is not pursuant to an effective registration statement, such other documentation as reasonably requested by the Company, deliver or cause to be delivered to the holder of such Purchaser Registrable Securities a certificate representing such Conversion Shares Registrable Securities (or evidence of the issuance of such Registrable Securities in book-entry form) that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by ; provided that, notwithstanding the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1foregoing, the Company shall permit the transfer and shall promptly instruct its transfer agent will not be required to issue one deliver any opinion, authorization, certificate or more certificates or credit shares direction to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of remove the restrictive legend pursuant to this Section 4.1(c3.6 if (x) is predicated upon removal of the legend would result in or facilitate transfer of securities in violation of applicable law or (y) following receipt of instruction from the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant , the transfer agent refuses to either remove the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromlegend.
Appears in 1 contract
Samples: Registration Rights Agreement (PHP Ventures Acquisition Corp.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Secondary Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within two (2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares and Warrant Shares to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Secondary Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Secondary Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion SharesSecurities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Conversion SharesSecurities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Conversion Shares Securities pursuant to Rule 144144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Conversion Shares Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend that the Secondary Registration Statement is no longer required with respect to such Conversion Sharesdeclared effective. If a legend removal request is no longer required made pursuant to the foregoing, the Company will, no later than two Business (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion SharesSecurities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares Securities that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares Securities in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in | such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.9 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avidity Biosciences, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any the Purchaser stating that Registrable Securities have been sold pursuant to an effective Secondary Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within two (2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Warrant Shares to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such the Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, agent to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends, subject to the requirements under the Securities Act and the rules and regulations promulgated thereunder. A The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion SharesSecurities, following the delivery by the Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Securities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to Rule 144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than two (2) Trading Days following the delivery by the Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Securities (i) following any sale or a request for legend removal, in the case of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1Securities issued in book-entry form), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such the Purchaser a certificate representing such Conversion Shares Securities that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such the Purchaser. The Company warrants that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a the Purchaser effects a transfer of the Conversion Shares Securities in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such the Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each The Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.7 is predicated upon the Company’s reliance that such the Purchaser will sell any such Conversion Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and the Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nektar Therapeutics)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from Certificates evidencing the Securities shall not contain any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing legend (including the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and legend set forth in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: Section 4.1(b) hereof): (i) while any registration statement covering the Registration Statement resale of such security is effectiveeffective under the Securities Act, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares Securities pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) 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). The Company shall cause its counsel to promptly issue a legal opinion to the Transfer Agent if required by the Transfer Agent or if requested by the Holder to effect the removal of the legend hereunder. The Company shall allow the Transfer Agent to accept opinions from the Holder’s counsel and if the Transfer Agent accepts such opinion, the Company will be relieved of its obligation to provide such opinion to the Transfer Agent. At a time when there is any effective registration statement to cover the resale of the Conversion Shares, or if the Conversion Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion Shares shall be issued free of all legends. The Company agrees that following the such time a as such legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoingunder this Section 4.1(d), the Company it will, no later than the earlier of (i) two Business (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser Holder to the Company or the Company’s transfer agent Transfer Agent of a legended certificate representing such the Conversion Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser the Holder a certificate representing such Conversion Shares that is free from all restrictive and other legends. Certificates for Conversion Shares free from all restrictive legends The Company may be transmitted by not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required primary Trading Market with respect to the Conversion Shares, such Conversion Shares shall be Common Stock as in effect on the date of delivery of a certificate representing common stock issued without the a restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromlegend.
Appears in 1 contract
Samples: Securities Exchange Agreement (AgEagle Aerial Systems Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Secondary Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within the earlier of (i) two (2) Trading Days and (ii) the Standard Settlement Period, in each case, of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Secondary Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Secondary Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Shares or, if the Shares are issued in book-entry form, a written request for legend removal: (i) following any sale of such Securities pursuant to Rule 144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time that the Secondary Registration Statement is declared effective. If a legend removal request is made pursuant to the foregoing, the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the Standard Settlement Period, in each case, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Shares (i) following any sale or a request for legend removal, in the case of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1issued in book-entry form), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.6 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.
Appears in 1 contract
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered Subsequent to a transferee pursuant to Qualified Offering, certificates evidencing the Registration Statement, which certificates Underlying Shares shall be free of not contain any restrictive legends and legend (“Unlegended Shares”) (including the legend set forth in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: Section 4.1(b) hereof): (i) while a registration statement covering the Registration Statement resale of such security is effectiveeffective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions 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) (each such event being a “Legend Removal Qualification Event”). Upon request by a holder of Underlying Shares, the Company shall cause its counsel to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration StatementTransfer Agent, and (ii) provide all other opinions as may reasonably be if required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company removeTransfer Agent, promptly after a Legend Removal Qualification Event and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent counsel by such holder of a legended certificate representing such Conversion Shares: (i) following any sale Underlying Shares of reasonable certifications requested by the Company or the Company’s counsel in connection with the issuance of such Conversion Shares pursuant opinion to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following effect the time a removal of the legend is no longer required hereunder with respect to such Conversion any qualifying Underlying Shares. If a legend is no longer required pursuant to the foregoingFollowing an applicable Legend Removal Qualification Event, the Company will, will no later than two Business Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company’s transfer agent ) of a legended certificate representing Underlying Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), with reasonable certifications from the Purchaser requested by the Company in order to effectuate a legend removal (such Conversion Sharessecond Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares shares that is free from all restrictive and other legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable may not make any notation on the books and its records of the Company as and or give instructions to the extent provided Transfer Agent that enlarge the restrictions on transfer set forth in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant Subject to the Registration Statementterms of the Warrant Agreement and the Notes, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees shall use its commercially reasonable efforts to authorize cause the removal of, of the restrictive legends from any legend from such Warrant Shares or Conversion Shares, following as applicable, being sold under an effective registration statement covering the delivery by a Purchaser resale thereof or pursuant to Rule 144 (to the Company or extent available at the Company’s transfer agent time of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Warrant Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares, as applicable (the “Unrestricted Condition”). If a legend removal request is no longer required made pursuant to the foregoing, and subject to the Purchaser providing customary representations and other documentation, if any, as reasonably requested by the Company, its counsel or its transfer agent (the “Transfer Documents”) the Company will, no later than two Business (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Warrant Shares or Conversion Shares, as applicable (or a request for legend removal, in the case of Warrant Shares or Conversion Shares, as applicable issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares an electronic statement from the transfer agent showing that the book-entry position is free from all applicable restrictive legends. Certificates for ; provided, however, that, at the request of a Purchaser, Warrant Shares or Conversion Shares Shares, as applicable free from all restrictive legends may shall be transmitted by the Company’s transfer agent to the Purchasers a Purchaser by crediting the account of the such Purchaser’s prime broker with the Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian system, as directed by such PurchaserPurchaser and subject to such Purchaser providing all Transfer Documents. If a Warrant or Conversion Shares, as applicable, is exercised at the time that the Unrestricted Condition would be applicable to the Warrant Shares or Conversion Shares, as applicable, issuable upon such exercise and the Purchaser provides the Transfer Documents, such Warrant Shares or Conversion Shares, as applicable, shall be issued free of any restrictive legend, stop transfer instructions or other restrictions on transfer. The Company warrants that the Warrant Shares and Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Notes and the Warrant Agreement. If a Purchaser effects a transfer Without limiting the obligations of the Conversion Shares in accordance with this Section 4.1Company pursuant to the foregoing, the Company shall permit the transfer and shall promptly instruct use its commercially reasonable efforts to cause its counsel to deliver a legal opinion, if necessary, to its transfer agent to issue one or more certificates or credit shares under this Section 6(b) to the applicable balance accounts at DTC effect that the removal of such restrictive legends in such name circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and in such denominations as specified by such Purchaser to effect such transfer. Additionallyother documentation, if a any, from the Purchaser effects a conversion of as reasonably requested by the Shares into Conversion Shares at a time when a legend is not required Company its counsel, or the transfer agent establishing that restrictive legends are no longer required. Any fees (with respect to the Conversion Shares, such Conversion Shares shall be issued without Company’s transfer agent or its counsel) associated with the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that issuance of any required opinion or the removal of the restrictive such legend pursuant to this Section 4.1(c) is predicated upon shall be borne by the Company’s reliance that . For the avoidance of doubt, the Company will not have any obligation to reimburse the Holder for any of its expenses in connection with such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromremoval process.
Appears in 1 contract
Samples: Note Purchase Agreement (Digital World Acquisition Corp.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Secondary Registration Statement, under Rule 144, or any other exemption from the registration requirements under the Securities Act, within two (2) Trading Days of such notice, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares and Warrant Shares to be delivered to a transferee pursuant to the Registration Statementsuch sale, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Secondary Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Secondary Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion SharesSecurities, following the delivery by a Purchaser to the Company or the Company’s transfer agent of either a legended certificate representing such Conversion SharesSecurities or, if the Securities are issued in book-entry form, a written request for legend removal: (i) following any sale of such Conversion Shares Securities pursuant to Rule 144144 or any other applicable exemption from the registration requirements under the Securities Act, (ii) if such Conversion Shares Securities are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend that the Secondary Registration Statement is no longer required with respect to such Conversion Sharesdeclared effective. If a legend removal request is no longer required made pursuant to the foregoing, the Company will, no later than two Business (2) Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion SharesSecurities (or a request for legend removal, in the case of Securities issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares Securities that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares Securities free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers a Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares Securities in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.8 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect. Prior to the Company and its transfer agent agreeing to a form of representation letter to be given in connection with any legend removal opinion, the Company shall allow each Purchaser to review such form and shall cooperate, reasonably and in good faith, and accept reasonable comments thereto from the Purchasers; and provided, further, that in no event shall the Purchaser be required to agree to indemnify, defend or hold harmless any Person.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mineralys Therapeutics, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities the Shares and/or Warrant Shares have been sold pursuant to an effective Registration Statementregistration statement, cause its transfer agent to timely prepare and deliver certificates or book-entry shares representing the Conversion Shares and/or Warrant Shares to be delivered to a transferee pursuant to the Registration Statementregistration statement, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement registration statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statementregistration statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares and/or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares and/or Warrant Shares: (i) following any sale of such Conversion Shares and/or Warrant Shares pursuant to Rule 144, (ii) if such Conversion Shares and/or Warrant Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend that the registration statement is no longer required with respect to such Conversion Sharesdeclared effective. If a legend removal request is no longer required made pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion SharesShares and/or Warrant Shares (or a request for legend removal, in the case of Shares and/or Warrant Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares and/or Warrant Shares that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares and/or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares and/or Warrant Shares in accordance with this Section 4.15.11, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 5.11 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares and/or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enliven Therapeutics, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Certificates (or book entry positions) evidencing the Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing shall not contain any legend (including any legend set forth in the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: Stock Purchase Agreements): (i) while the a Registration Statement is effectiveeffective under the Securities Act, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be following any sale of such Registrable Securities pursuant to Rule 144 promulgated under the Securities Act, (iii) while such Registrable Securities are eligible for sale without restriction under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Commission). The Company shall cause its counsel to issue any legal opinion or instruction required by the Company’s transfer agent in connection to comply with the removal of legendsrequirements set forth in this Section 3.7. A Purchaser may request that At such time as a legend is no longer required for Registrable Securities under this Section 3.7, the Company removewill, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, no later than two (2) business days following the delivery by a Purchaser Holder to the Company or the Company’s transfer agent of (i) a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144Registrable Securities containing the legend or, (ii) if such Conversion Shares Registrable Securities are eligible for sale under Rule 144(b)(1uncertificated, a written request to remove the legend from the applicable book entry position (each of the foregoing clauses (i) and (ii), or (iii) a “Legend Removal Request” and such second business day following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoingLegend Removal Request, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares“Legend Removal Date”), deliver or cause to be delivered to such Purchaser Holder a certificate (or book entry position statement) representing such Conversion Shares Registrable Securities that is free from all restrictive legendssuch removed legend. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent In addition to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by any other remedies available to such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1Holder, the Company shall permit pay to such Holder, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Registrable Securities included in a Legend Removal Request (based on the transfer and shall promptly instruct its transfer agent to issue one volume-weighted average price of the Common Stock or more certificates or credit shares other applicable security on the date of the Legend Removal Request), $5.00 per trading day for each trading day after the Legend Removal Date until such Registrable Securities are delivered without the removed legend, provided that such Xxxxxx has furnished to the applicable balance accounts at DTC in such name Company and in such denominations as specified by such Purchaser its legal counsel standard and customary documentation required to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the facilitate removal of the restrictive legend pursuant legend, satisfactory to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Actlegal counsel, including any applicable prospectus delivery requirements, or an exemption therefromacting reasonably.
Appears in 1 contract
Samples: Registration Rights and Lock Up Agreement (Siebert Financial Corp)
Legend Removal. The Upon request of the Purchaser, and upon receipt by the Company shall, at of an opinion of its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant counsel reasonably satisfactory to the Registration Statement, which certificates shall be free of any restrictive legends Company to the effect that such legend is no longer required under the Securities Act and in such denominations and registered in such names as such Purchaser may request. Furtherapplicable state securities laws, the Company shall, at its sole expense, promptly cause its legal counsel the legend to be removed from any certificate for any Conversion Shares or other counsel satisfactory Warrant Shares in accordance with the terms of this Agreement and deliver, or cause to the transfer agent: (i) while the Registration Statement is effectivebe delivered, to issue any Purchaser new book entry evidence or certificate(s) representing the Conversion Shares or Warrant Shares that are free from all restrictive and other legends or, at the request of such Purchaser, via DWAC transfer to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendssuch Purchaser’s account. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares or Warrant Shares, upon the earliest of (x) such time as the Conversion Shares or Warrant Shares are subject to an effective registration statement covering the resale of such Conversion Shares or Warrant Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent Transfer Agent of a legended certificate representing such Conversion Shares or Warrant Shares: (i) following any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (ii) if such Conversion Shares or Warrant Shares are eligible for sale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares or Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent Transfer Agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares or Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares or Warrant Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares or exercises the Warrants into Warrant Shares at a time when a legend is not required with respect to the Conversion Shares or Warrant Shares, such Conversion Shares or Warrant Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Aileron Therapeutics Inc)
Legend Removal. The Company MYOS or the Company, as applicable, shall, at its sole expense, upon appropriate notice from any Purchaser Holder stating that Merger Shares or Registrable Securities have been sold pursuant to an effective Registration Statementregistration statement, timely prepare and deliver certificates or book entry statements representing the Conversion Shares such securities to be delivered to a transferee pursuant to the Registration Statementsuch registration statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser Holder may request. Further, MYOS or the Company Company, as applicable, shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement registration statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statementregistration statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser Holder may request that MYOS or the Company Company, as applicable, remove, and MYOS or the Company Company, as applicable, agrees to authorize the removal of, any legend from such Conversion Sharesthe Merger Shares or Registrable Securities, following the delivery by a Purchaser Holder to MYOS, the Company or the Company’s transfer agent of a legended certificate or book entry statement representing such Conversion Sharessecurities: (i) following any sale of such Conversion Shares securities pursuant to Rule 144, (ii) if such Conversion Shares securities are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Sharessecurities. If a legend is no longer required pursuant to the foregoing, MYOS or the Company will, as applicable, no later than two Business Days business days following the delivery by a Purchaser Holder to MYOS, the Company or the Company’s transfer agent of a legended certificate or book entry statement representing such Conversion Sharesthe Merger Shares or Registrable Securities, deliver or cause to be delivered to such Purchaser Holder a certificate or book entry statement representing such Conversion Shares securities that is free from all restrictive legends. Certificates or book entry statements for Conversion the Merger Shares or Registrable Securities free from all restrictive legends may be transmitted by MYOS, the Company’s Company or transfer agent to the Purchasers Holders by crediting the account of the PurchaserHolder’s prime broker with the Depository Trust Company (“DTC”) as directed by such PurchaserHolder. The MYOS and the Company warrants shall warrant that the Conversion Merger Shares or Registrable Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser Holder effects a transfer of the Conversion Merger Shares or Registrable Securities in accordance with this Section 4.11.15(e), MYOS or the Company Company, as applicable, shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates certificates, book entry statements or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser Holder to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c1.15(e) is predicated upon MYOS’s or the Company’s reliance reliance, as applicable, that such Purchaser Holder will sell any such Conversion the Merger Shares or Registrable Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Myos Rens Technology Inc.)
Legend Removal. The On or after the date hereof, the Company shall, at its sole expense, upon appropriate notice from any Purchaser stating the Investor’s written request together with a representation of such Investor that Registrable (i) it intends to resell the Replacement Securities have been sold evidenced by the applicable Replacement Certificate(s) pursuant to Rule 144 (unless such Replacement Securities are subject to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel ) or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably the resale restrictions on the Replacement Securities have terminated pursuant to Rule 144(k), promptly cause certificates evidencing such Replacement Securities to be replaced with certificates which do not bear any restrictive legends. When the Company is required to cause unlegended certificates to replace previously issued legended certificates, if unlegended certificates are not delivered to the Investor within three (3) Business Days of submission by that Investor of legended certificate(s) to the Company (such third Business Day, the “Legend Removal Date”) and if on or after such Legend Removal Date the Investor purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the transfer agent Investor of Common Stock that the Investor anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall promptly honor its obligation to deliver to the Investor a certificate or certificates representing such number of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and, within three (3) Business Days after the Investor’s request, pay cash to the Investor in an amount equal to the excess (if any) of the Investor’s total purchase price (including brokerage commissions, if any) for the Common Stock it purchased in the Buy-In over the product of (a) such number of Common Stock that the Company was required to deliver to the Investor on the Legend Removal Date, times (b) the closing bid price of the Common Stock on the Investor. Notwithstanding the availability of the liquidated damages set forth above, the Investor shall be entitled to specific performance in connection with the removal of legends. A Purchaser may request that the Company remove, legends and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent issuance of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromunlegended certificates.
Appears in 1 contract
Samples: Waiver and Exchange Agreement (Pro Pharmaceuticals Inc)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. FurtherUpon request of the Purchaser, and if such legend is no longer required under the Securities Act and applicable state securities laws, the Company shallshall promptly cause the legend to be removed from any certificate for any Conversion Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing the Conversion Shares that are free from all restrictive and other legends or, at its sole expensethe request of such Purchaser, cause its legal counsel or other counsel satisfactory via DWAC transfer to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendssuch Purchaser’s account. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, upon the earliest of (x) such time as the Conversion Shares are subject to an effective registration statement covering the resale of such Conversion Shares and (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Samples: Stock Purchase Agreement (Catabasis Pharmaceuticals Inc)
Legend Removal. The Company shallUpon request of a Purchaser, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable and if such legend is no longer required under the Securities have been sold pursuant to an effective Registration Statement, timely prepare Act and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Furtherapplicable state securities laws, the Company shallshall promptly cause the legend to be removed from any certificate for any Warrant Shares in accordance with the terms of this Agreement and deliver, or cause to be delivered, to any Purchaser new certificate(s) representing such Warrant Shares that are free from all restrictive and other legends or, at its sole expensethe request of such Purchaser, cause its legal counsel or other counsel satisfactory via DWAC transfer to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendssuch Purchaser’s account. A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from the Warrant Shares upon the earliest of (x) such Conversion Shares, time as the Warrant Shares are subject to an effective registration statement covering the resale of such Warrant Shares (y) following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Warrant Shares: (i) following any sale of such Conversion Warrant Shares pursuant to Rule 144, (ii) if such Conversion Warrant Shares are eligible for sale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required with respect to such Conversion Warrant Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Warrant Shares in accordance with this Section 4.14.5, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion an exercise of the Shares into Conversion Pre-Funded Warrants for Warrant Shares at a time when a legend is not required with respect to the Conversion Warrant Shares, such Conversion Warrant Shares shall be issued without the any restrictive legends set forth in Section 4.1(b)legends. Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 4.5 is predicated upon the Company’s reliance on Purchaser’s agreement that (i) to the extent resales of the Warrant Shares are made pursuant to an effective registration statement, that such Purchaser resales will sell any be made only during the time that such Conversion registration statement is effective and not withdrawn or suspended and only as permitted by such registration statement, and otherwise in compliance with the Securities Act (including applicable prospectus delivery obligations), and (ii) to the extent resales of the Warrant Shares are made pursuant to either an available exemption from the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an such resales will be made only as permitted by such exemption therefrom.and otherwise in compliance with the Securities Act..
Appears in 1 contract
Samples: Securities Purchase Agreement (Landos Biopharma, Inc.)
Legend Removal. The Company shall use its commercially reasonable efforts to facilitate the removal of the legends set forth in Section 5.11 when it is legally permitted to do so or to facilitate any transfer of the Shares and/or Warrant Shares under Rule 144 that may be requested by Purchasers but shall not be obligated to incur any material costs or expenses in making such efforts other than as set forth herein. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities Shares and/or Warrant Shares have been sold pursuant to an effective Registration Statementregistration statement, timely cause its transfer agent within two (2) Business Days of such request to prepare and deliver certificates or book-entry shares representing the Conversion Shares and/or Warrant Shares to be delivered to a transferee pursuant to the Registration Statementtransferee, which certificates or book-entry shares shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: agent (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to that the Registration Statement covering resales of the Shares and the Warrant Shares has been declared effective Registration Statementby the Commission under the Securities Act, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendslegends in connection with a sale made pursuant to an effective Registration Statement. A In addition, a Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares and/or Warrant Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Shares and/or Warrant Shares (i1) following any sale of such Conversion Shares and/or Warrant Shares pursuant to Rule 144, or (ii2) if such Conversion Shares and/or Warrant Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend removal request is no longer required made pursuant to the foregoing, the Company will, no later than two (2) Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion SharesShares and/or Warrant Shares (or a request for legend removal, in the case of Shares and/or Warrant Shares issued in book-entry form), deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares and/or Warrant Shares that is free from all restrictive legendslegends or an equivalent book-entry position, as requested by the Purchaser. Certificates for Conversion Shares and/or Warrant Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) DTC as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares and/or Warrant Shares in accordance with this Section 4.18.5, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) 8.5 is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares and/or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and such Purchaser shall deliver a certificate reasonably satisfactory to the Company to the foregoing effect (and the representation letter agreed to by the Purchasers and the Company in connection with the execution of this Agreement shall constitute a certificate reasonably satisfactory to the Company).
Appears in 1 contract
Samples: Securities Purchase Agreement (Tango Therapeutics, Inc.)
Legend Removal. The Company shall, at its sole expense, upon appropriate notice from any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legends. A Purchaser An Investor may request that the Company remove, and the Company agrees shall use its commercially reasonable efforts to authorize cause the removal of, the restrictive legends from any Warrant Shares being sold under an effective registration statement covering the resale thereof or pursuant to Rule 144 (to the extent available at the time of sale of such Warrant Shares (the “Unrestricted Condition”). If a legend from such Conversion Sharesremoval request is made pursuant to the foregoing, and subject to the Investor providing customary representations and other documentation, if any, as reasonably requested by the Company, its counsel or its transfer agent (the “Transfer Documents”) the Company will, no later than two (2) Trading Days following the delivery by a Purchaser an Investor to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: Warrant Shares (i) following any sale or a request for legend removal, in the case of such Conversion Warrant Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1issued in book-entry form), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares Investor an electronic statement from the transfer agent showing that the book-entry position is free from all applicable restrictive legends. Certificates for Conversion ; provided, however, at the request of an Investor, Warrant Shares free from all restrictive legends may shall be transmitted by the Company’s transfer agent to the Purchasers an Investor by crediting the account of the Purchasersuch Investor’s prime broker with the Depository Trust Company (“DTC”) through DTC’s Deposit/Withdrawal at Custodian system, as directed by such PurchaserInvestor and subject to such Investor providing all Transfer Documents. If a Warrant is exercised at the time that the Unrestricted Condition would be applicable to the Warrant Shares issuable upon such exercise and the Investor provides the Transfer Documents, such Warrant Shares shall be issued free of any restrictive legend, stop transfer instructions or other restrictions on transfer. The Company warrants that the Conversion Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Warrant Agreement. If a Purchaser effects a transfer Without limiting the obligations of the Conversion Shares in accordance with this Section 4.1Company pursuant to the foregoing, the Company shall permit the transfer and shall promptly instruct use its commercially reasonable efforts to cause its counsel to deliver a legal opinion, if necessary, to its transfer agent to issue one or more certificates or credit shares under this Section 5(h)) to the applicable balance accounts at DTC effect that the removal of such restrictive legends in such name circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and in such denominations as specified by such Purchaser to effect such transfer. Additionallyother documentation, if a Purchaser effects a conversion of any, from the Shares into Conversion Shares at a time when a legend is not required Investor as reasonably requested by the Company its counsel, or the transfer agent establishing that restrictive legends are no longer required. Any fees (with respect to the Conversion Shares, such Conversion Shares shall be issued without Company’s transfer agent or Company counsel) associated with the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that issuance of any required opinion or the removal of the restrictive such legend pursuant to this Section 4.1(c) is predicated upon shall be borne by the Company’s reliance that . For the avoidance of doubt, the Company will not have the obligation to reimburse the Holder for any of its expenses in connection with such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromremoval process.
Appears in 1 contract
Samples: Warrant Subscription Agreement (Digital World Acquisition Corp.)
Legend Removal. The Upon the written request by the Investor to the Company if, at the time of such request, the Investor (i) is not, and has not been during the preceding three months, an Affiliate of the Company, (ii) has held the applicable Purchase Agreement Securities subject to such request for at least one year as determined in accordance with Rule 144, (iii) all of the other requirements of Rule 144 for the resale of the applicable Purchase Agreement Securities subject to such request are satisfied and (iv) concurrently with such request, the Investor delivers to the Company, its counsel, the Transfer Agent, and the ADS Depositary a customary written certification that the requirements set forth in the foregoing clauses (i) through (iii) are accurate, the Company shall, at no later than one (1) Trading Day following the delivery by the Investor to the Transfer Agent and/or ADS Depositary, as applicable, of one or more legended certificates or book-entry statements representing any Purchase Agreement Securities subject to such request, together with such other documentation from the Investor and its sole expensedesignated broker-dealer as the Transfer Agent and/or ADS Depositary, upon appropriate notice from as applicable, deem reasonably necessary and appropriate, authorize the Transfer Agent and/or ADS Depositary, as applicable, to remove the Securities Act restrictive legend (and any Purchaser stating that Registrable stop transfer instructions placed against transfer thereof) contemplated by Section 9.1 affixed to the Purchase Agreement Securities have been sold (as applicable) subject to such request. At the times the Company authorizes the removal of the Securities Act restrictive legends on the Purchase Agreement Securities subject to such request (and any stop transfer instructions placed against transfer thereof) pursuant to an effective Registration Statement, timely prepare and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of any restrictive legends and in such denominations and registered in such names as such Purchaser may request. Furtherthis Section 9.2, the Company shall, at its sole expense, use its commercially reasonable efforts to cause its legal counsel or other counsel satisfactory to the transfer agent: (i) while the Registration Statement is effective, to issue to the transfer agent Transfer Agent and/or ADS Depositary, as applicable, a “blanket” legal opinion or direction letter authorizing the Transfer Agent and/or ADS Depositary, as applicable, to allow sales without restriction pursuant remove the Securities Act restrictive legends contemplated by Section 9.1 on the Purchase Agreement Securities (as applicable) subject to such request (which legal opinion or direction letter may be delivered to the effective Registration StatementTransfer Agent and/or ADS Depositary, and (ii) provide all other opinions as may reasonably be required by applicable, in advance setting forth the transfer agent in connection with conditions to the removal of such legends). A Purchaser may request that The Company shall be responsible for the Company remove, fees of its Transfer Agent and ADS Depositary and the Company agrees to authorize the removal of, Company’s legal counsel associated with any such legend from such Conversion Shares, following the delivery by a Purchaser removals. If counsel to the Company or the Company’s transfer agent of fails to provide a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant legal opinion reasonably satisfactory to the foregoingTransfer Agent and/or ADS Depositary, the Company willas applicable, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1Section, the Company Investor shall permit have the transfer and shall promptly instruct its transfer agent right to issue one or more certificates or credit shares to provide an opinion of counsel selected by the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser to effect such transfer. AdditionallyInvestor, if a Purchaser effects a conversion the cost of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares which shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon borne by the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
Appears in 1 contract
Legend Removal. The Company shall, at its sole expense, upon appropriate notice (i) In connection with a transfer of Securities exempt from Section 5 of the Securities Act or through any Purchaser stating that Registrable Securities have been sold pursuant to an effective Registration Statement, timely prepare broker-dealer transactions described in the plan of distribution set forth within a prospectus and deliver certificates representing the Conversion Shares to be delivered to a transferee pursuant to the Registration Statementregistration statement of which such prospectus forms a part and (ii) at any time following the Securities being eligible for resale under Rule 144 promulgated under the Securities Act, which certificates without restriction, upon the Subscriber’s request, subject to applicable law, as interpreted by the Company with the advice of counsel, and the receipt of any customary documentation required from the Subscriber in connection therewith (including a representation that the Subscriber will only sell the Securities in accordance with such registration statement or Rule 144 promulgated under the Securities Act, as applicable), the Company shall be free of (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Securities being transferred and in such denominations and registered in such names as such Purchaser may request. Further, the Company shall, at its sole expense, (b) cause its legal counsel or other (which may be internal counsel satisfactory to the transfer agent: (iCompany) while to deliver the Registration Statement is effectivenecessary legal opinions, if any, to issue to the transfer agent a “blanket” legal opinion to allow sales without restriction pursuant to the effective Registration Statement, and (ii) provide all other opinions as may reasonably be required by the transfer agent in connection with the removal of legendsinstruction under clause (a). A Purchaser may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Conversion Shares, following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares: (i) following any sale of such Conversion Shares pursuant to Rule 144, (ii) if such Conversion Shares are eligible for sale under Rule 144(b)(1), or (iii) following the time a legend is no longer required with respect to such Conversion Shares. If a legend is no longer required pursuant to the foregoing, the Company will, no later than two Business Days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a legended certificate representing such Conversion Shares, deliver or cause to be delivered to such Purchaser a certificate representing such Conversion Shares that is free from all restrictive legends. Certificates for Conversion Shares free from all restrictive legends may be transmitted by the Company’s transfer agent to the Purchasers by crediting the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by such Purchaser. The Company warrants that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement. If a Purchaser effects a transfer of the Conversion Shares in accordance with this Section 4.1In addition, the Company shall permit cooperate reasonably with, and take such customary actions as may reasonably be requested by the Subscriber, in connection with the aforementioned transfers; provided, however, that the Company shall have no obligation to participate in any “road shows” or assist with the preparation of any offering memoranda or related documentation with respect to any transfer of Securities in any transaction that does not constitute an underwritten offering. The Company agrees to indemnify the transfer agent for the Securities as reasonably necessary and shall promptly instruct its requested by the transfer agent to issue one or more certificates or credit shares avoid the Subscriber of Securities having to provide a stock power with medallion guarantee in connection with a transfer of Securities. Following the consummation of the Transaction, the obligations of the Company under this Section 5 shall be assumed by PubCo and references to the applicable balance accounts at DTC in such name and in such denominations as specified by such Purchaser Company shall refer to effect such transfer. Additionally, if a Purchaser effects a conversion of the Shares into Conversion Shares at a time when a legend is not required with respect to the Conversion Shares, such Conversion Shares shall be issued without the restrictive legends set forth in Section 4.1(b). Each Purchaser hereby agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance that such Purchaser will sell any such Conversion Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefromPubCo where applicable.
Appears in 1 contract
Samples: Forward Purchase Agreement (Silverbox Engaged Merger Corp I)
