Common use of Removal of Legend and Transfer Restrictions Clause in Contracts

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 7 shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares or the Warrant Shares if (i) such Shares or the Warrant Shares are resold pursuant to a registration statement under the Securities Act, and a prospectus meeting the requirements of Section 11 of the Securities Act is delivered or deemed delivered to the purchaser of such Shares or the Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or (iii) if such holder provides the Company with an opinion of counsel for such holder of the Shares or the Warrant Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares or Warrant Shares may be made without registration.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Protocall Technologies Inc), Securities Purchase Agreement (Protocall Technologies Inc), Securities Purchase Agreement (Protocall Technologies Inc)

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Removal of Legend and Transfer Restrictions. Any The legend relating to the Securities Act endorsed on a certificate pursuant to paragraph 4(a) of this Section 7 Warrant and the stop transfer instructions with respect to the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the "Securities") represented by such certificate shall be removed, removed and the Company shall issue a certificate without such legend to the holder Holder of such Shares or the Warrant Shares Securities if (i) such Shares or the Warrant Shares Securities are resold pursuant to a registration statement registered under the Securities Act, Act and a prospectus meeting the requirements of Section 11 10 of the Securities Act is delivered available or deemed delivered to the purchaser of such Shares or the Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or (iii) if such holder Holder provides to the Company with an opinion of counsel for such holder of the Shares or the Warrant Shares, Holder reasonably satisfactory to the Company, to the effect that a public sale, transfer or assignment of such Shares or Warrant Shares the Securities may be made without registrationregistration and without compliance with any restriction such as Rule 144.

Appears in 4 contracts

Samples: RHL Group, Inc., RHL Group, Inc., MMR Information Systems, Inc.

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 7 subsection (h) and the stop transfer instructions with respect to such legended Registrable Shares shall be removed, and the Company shall issue a certificate without such legend to the holder if such Registrable Shares of such Shares or the Warrant Shares if (i) such Shares or the Warrant Registrable Shares are resold pursuant to a registration statement registered under the Securities Act, Act and a prospectus meeting the requirements of Section 11 10 of the Securities Act is delivered available or deemed delivered to the purchaser of such Shares or the Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or (iii) if such and, where reasonably deemed necessary by the Company, the holder of the Registrable Shares provides the Company with an opinion of counsel for such holder of the Shares or the Warrant Sharesholder, reasonably satisfactory to the Company, to the effect that (i) such holder meets the requirements of Rule 144(k) or (ii) a public sale, transfer or assignment of such Shares or Warrant Registrable Shares may be made without registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (RCN Corp /De/), Registration Rights Agreement (RCN Corp /De/)

Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 7 subsection 4.2(a) and the stop transfer instructions with respect to such legended Conversion Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares or the Warrant Conversion Shares if (i) such Shares or the Warrant Conversion Shares are resold pursuant to a registration statement registered under the Securities Act, Act and a prospectus meeting the requirements of Section 11 10 of the Securities Act is delivered available or deemed delivered to the purchaser of such Shares or the Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or (iii) if such and, where reasonably deemed necessary by the Company, the holder of the Conversion Shares provides the Company with an opinion of counsel for such holder of the Shares or the Warrant Sharesholder, reasonably satisfactory to the Company, to the effect that (i) such holder meets the requirements of Rule 144(k) or (ii) a public sale, transfer or assignment of such Shares or Warrant Conversion Shares may be made without registration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Provide Commerce Inc)

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Removal of Legend and Transfer Restrictions. Any legend ------------------------------------------- endorsed on a certificate pursuant to this Section 7 subsection 5.2(a) and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares or the Warrant Shares if (i) such Shares or the Warrant Shares are resold pursuant to a registration statement registered under the Securities Act, Act and a prospectus meeting the requirements of Section 11 10 of the Securities Act is delivered available or deemed delivered to the purchaser of such Shares or the Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or (iii) if such and, where reasonably deemed necessary by the Company, the holder of the Shares provides the Company with an opinion of counsel for such holder of the Shares or the Warrant Sharesholder, reasonably satisfactory to the Company, to the effect that (i) such holder meets the requirements of Rule 144(k) or (ii) a public sale, transfer or assignment of such Shares or Warrant Shares may be made without registration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Geocities)

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