Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof is registered under the Securities Act pursuant to an effective registration statement, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Saflink Corp), Securities Purchase Agreement (Saflink Corp), Securities Purchase Agreement (Saflink Corp)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after six months, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to a registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 3 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.), Note and Warrant Purchase Agreement (Nexxus Lighting, Inc.)
Removal of Legend. The Upon the request of ACS, the Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser ACS agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser ACS holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Miravant Medical Technologies)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof is registered under the Securities Act pursuant to an effective registration statement, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vialink Co), Securities Purchase Agreement (Vialink Co)
Removal of Legend. Eagle Rock shall remove the legend described in Section 4.08 from the certificates evidencing the Purchased Common Units at the request of a Purchaser submitting to Eagle Rock such certificates, together with such other documentation as may be reasonably requested by Eagle Rock or required by its transfer agent, unless Eagle Rock, with the advice of counsel, reasonably determines that such removal is inappropriate; provided that no opinion of counsel shall be required in the event a Purchaser is effecting a sale of such Purchased Common Units pursuant to Rule 144 under the Securities Act or an effective registration statement. Eagle Rock shall cooperate with such Purchaser to effect removal of such legend. The Legend legend described in Section 4.08 shall be removed and the Company Eagle Rock shall ----------------- issue a certificate without any such legend to the holder of any Security Purchased Common Units upon which such Legend it is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities lawsLaws, (ai) the sale thereof is registered under the Securities Act such Purchased Common Units are sold pursuant to an effective registration statementRegistration Statement, (bii) in connection with a sale, assignment or other transfer, such holder provides the Company Eagle Rock with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and a law firm reasonably acceptable to the Company Eagle Rock (the reasonable cost of which shall be borne by the Companywith any law firm set forth under Section 8.07 being deemed acceptable), in a generally acceptable form, to the effect that a public sale such sale, assignment or transfer of such Security Purchased Common Units may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration applicable requirements of the Securities Act. In the event the Legend is removed from any Security , or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of (iii) such Security is suspended holder provides Eagle Rock with reasonable assurance that such Purchased Common Units can be sold, assigned or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold transferred pursuant to an effective registration statement or Rule 144 or with respect Rule 144A under the Securities Act. If Eagle Rock shall fail for any reason or for no reason to which issue to the opinion referred holder of such Purchased Common Units within three trading days after prior written notice to in Eagle Rock of the occurrence of any of clause (bi), clause (ii) next or clause (iii) above has not been rendered, which Legend shall be removed when a certificate without such Security may be sold legend to the holder or if Eagle Rock fails to deliver unlegended Purchased Common Units within three trading days of prior written notice to Eagle Rock of the Purchaser’s election to receive such unlegended Purchased Common Units pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (by) next abovebelow, and if on or after such trading day the holder purchases (in an open market transaction or otherwise) Common Units to deliver in satisfaction of a sale by the holder of such Purchased Common Units that the holder anticipated receiving without legend from Eagle Rock (a “Buy-In”), then Eagle Rock shall, within three Business Days after receipt by Eagle Rock of the holder’s written request and in the holder’s discretion, either (x) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the Common Units so purchased (the “Buy-In Price”), at which point Eagle Rock’s obligation to deliver such unlegended Purchased Common Units shall terminate, or (y) promptly honor its obligation to deliver to the holder such unlegended Purchased Common Units as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Units times (B) the closing bid price on the first Business Day after Eagle Rock’s receipt of such Purchaser’s written notice of exercise.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Eagle Rock Energy Partners L P), Common Unit Purchase Agreement (Eagle Rock Energy Partners L P)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if such sale takes place within twelve months after the date of the Closing and neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act (including Regulation S) or an exemption therefrom, and understands and acknowledges that the Company shall refuse to register the transfer of the Securities in the absence of such compliance. In the event the Legend is removed from any Security or any Security is issued without the Legend, and the Security is to be disposed of other than pursuant to a registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. In Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Note Purchase Agreement (China SLP Filtration Technology, Inc.), Note Purchase Agreement (Perpetual Technologies, Inc.)
Removal of Legend. The Legend shall be removed and the Company ----------------- shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, the Legend if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), so long as the Securities represented by such Legended certificate(s) are not registered on an effective Registration Statement which is available for immediate use and all the Securities may be publicly sold or transferred in reliance thereon) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each The Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement Registration Statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Online System Services Inc), Securities Purchase Agreement (Odetics Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each The Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Miravant Medical Technologies), Convertible Debt and Warrant Purchase Agreement (Miravant Medical Technologies)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and or a certificate for a Security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) the holder of such holder Security provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or pursuant to an exemption from such registration requirements, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction, or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement statement, in accordance with the manner of distribution described in such registration statement, and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to an effective registration statement or pursuant to an exemption from the registration requirements of the Securities Act, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Convertible Debenture (Miravant Medical Technologies), Convertible Debenture and Warrant Purchase Agreement (Miravant Medical Technologies)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, ifthe Legend, unless otherwise required by applicable state securities laws, laws if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary or otherwise reasonable for opinions of counsel (with the expense of such opinion paid by such holder) in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act and without the inclusion of the Legend on the certificate for such Security or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a such Security may not be sold pursuant to an effective registration statement covering under the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (P Com Inc), Securities Purchase Agreement (P Com Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction. Each The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition, such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion in accordance with respect thereto described in clause (b) next abovethis Section 5.1.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp), Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)
Removal of Legend. The Legend Company shall remove the legend described in Section 4.08 from the certificates evidencing the Purchased Common Units at the request of a Purchaser submitting to the Company such certificates, together with such other documentation as may be reasonably requested by the Company or required by its transfer agent, unless the Company, with the advice of counsel, reasonably determines that such removal is inappropriate; provided that no opinion of counsel shall be required in the event a Purchaser is effecting a sale of such Purchased Common Units pursuant to Rule 144 under the Securities Act or an effective registration statement. The Company shall cooperate with such Purchaser to effect removal of such legend. The legend described in Section 4.08 shall be removed and the Company shall ----------------- issue a certificate without any such legend to the holder of any Security Purchased Common Units upon which such Legend it is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities lawsLaws, (ai) the sale thereof is registered under the Securities Act such Purchased Common Units are sold pursuant to an effective registration statementRegistration Statement, (bii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and a law firm reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Companywith any law firm set forth under Section 8.07 being deemed acceptable), in a generally acceptable form, to the effect that a public sale such sale, assignment or transfer of such Security Purchased Common Units may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration applicable requirements of the Securities Act. In the event the Legend is removed from any Security , or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (biii) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion Company with respect thereto described in reasonable assurance that such Purchased Common Units can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. If the Company shall fail for any reason or for no reason to issue to the holder of such Purchased Common Units within three trading days after the occurrence of any of clause (bi), clause (ii) next aboveor clause (iii) above a certificate without such legend to the holder or if the Company fails to deliver unlegended Purchased Common Units within three trading days of the Purchaser’s election to receive such unlegended Purchased Common Units pursuant to clause (y) below, and if on or after such trading day the holder purchases (in an open market transaction or otherwise) Common Units to deliver in satisfaction of a sale by the holder of such Purchased Common Units that the holder anticipated receiving without legend from the Company (a “Buy-In”), then the Company shall, within three Business Days after the holder’s request and in the holder’s discretion, either (x) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the Common Units so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such unlegended Purchased Common Units shall terminate, or (y) promptly honor its obligation to deliver to the holder such unlegended Purchased Common Units as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Units multiplied by (B) the closing bid price on the date of exercise.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (EV Energy Partners, LP), Common Unit Purchase Agreement (EV Energy Partners, LP)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Miravant Medical Technologies), Securities Purchase Agreement (Miravant Medical Technologies)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) The Purchaser may request Triangle to remove the legend set forth on the Shares by submitting to Triangle such certificates, together with an opinion of outside counsel reasonably acceptable to Triangle to the effect that such legend is no longer required under the Securities Act or applicable state Laws as the case may be, as Triangle may request; provided, that, no opinion of counsel shall be required if the Purchaser is effecting a sale thereof is of the Shares pursuant to Rule 144 under the Securities Act (and the Purchaser delivers a Rule 144 Representation Letter to Triangle), or the Shares have been registered under the Securities Act pursuant to an effective registration statement. Triangle shall reasonably cooperate with the Purchaser to effect removal of such legend. The legend on the Shares shall be removed and Triangle shall issue new shares of Common Stock without such legend to the holder of the Shares upon which it is stamped, if, unless otherwise required by state securities Laws, (bi) such Shares are sold pursuant to an effective registration statement, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company Triangle with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and a law firm reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company)Triangle, in a generally acceptable form, to the effect that a public sale such sale, assignment or transfer of such Security Shares may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration applicable requirements of the Securities Act, or (iii) in connection with a sale, assignment of or other transfer of such Shares, such holder provides Triangle with a representation letter that such Shares will be sold, assigned or transferred pursuant to Rule 144 under the Securities Act (a “Rule 144A Representation Letter”). In Triangle shall bear all direct costs and expenses associated with the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness removal of a registration statement covering the resale of such Security is suspended or the Company determines legend pursuant to this Section 7.09; provided, that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, shall be responsible for all legal fees and expenses of counsel incurred by the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or Purchaser with respect to which the opinion referred to matters addressed in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next abovethis Section 7.09.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Triangle Petroleum Corp), Stock Purchase Agreement (Triangle Petroleum Corp)
Removal of Legend. The Legend shall will be removed and the Company shall ----------------- will issue a certificate certificates without any legend the Legend to the holder transferee of any Security the applicable Subject Shares upon which such the Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) such Subject Shares were resold pursuant to and in accordance with the sale thereof is registered registration of same under the Securities Act pursuant to an effective registration statement1933 Act, or (b) in connection with a resale transaction, such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of by counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company)'s outside counsel, to the effect that a public sale sale, assignment or transfer of such Security the Common Stock may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances 1933 Act. The Buyer agrees that such Security can its resale of all Common Stock, shall be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, made only pursuant to an effective registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from a transaction in which registration is not required under the registration requirements of the Securities 1933 Act. In the event the Legend is removed from any Security certificate for Common Stock or any Security Common Stock is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale sales of such Security Common Stock is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding holder of such Security, the Company may shall be entitled to require that the Legend be placed on upon any such Security that which cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security Common Stock may be sold pursuant to an effective registration statement or Rule 144 or at such time as such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Anschutz Philip F), Stock Purchase Agreement (Forest Oil Corp)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue from any certificate for a certificate without any legend to the holder of any Security upon which such Legend is stampedSecurity, and a certificate for a Security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (ai) the sale thereof of such Security is registered under the 1933 Act, (ii) the holder of such Security provides the Company with an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the Securities Act to be transferred may be transferred pursuant to an effective exemption from registration statement, under the 1933 Act or (biii) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and assurances reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser The Lender agrees to sell all that its sale of the Securities, including those represented by a certificate(s) certificate from which the Legend has been removed, or which were originally issued without the Legend, shall be made only pursuant to an effective registration statement and to deliver (with delivery of a prospectus in connection with such sale sale) or in compliance with an exemption from the registration requirements of the Securities 1933 Act. In the event the Legend is removed from any Security the certificate for a Security, or any certificate for a Security is issued without the Legend Legend, and thereafter the effectiveness of a registration statement covering the resale sale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding holder of such Security, the Company may shall be entitled to require that the Legend be placed on any upon such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been renderedSecurity, which Legend shall be removed when such Security may again be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (bii) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, if (a) the sale thereof resale of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144, the Holder provides the Company with reasonable assurances that the Security can be so sold without restriction, or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all registered Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend legend referred to in Section 4.02 (the “Legend”) shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after six months, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Each Purchaser Shareholder agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to a registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser Shareholder holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next aboveSection 4.03(b).
Appears in 1 contract
Samples: Preferred Stock Exchange Agreement (Nexxus Lighting, Inc.)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, : (a) the sale thereof resale of such Security is registered under the Securities Act pursuant to an effective registration statement, Act; or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements; or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144, the Holder provides the Company with reasonable assurances that the Security can be so sold without restriction, and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC; or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all registered Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and and, if required by the Securities Act, to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.such
Appears in 1 contract
Samples: Securities Purchase Agreement (Base Ten Systems Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, the Legend if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), ) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or Act, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above. In the event that a Purchaser privately transfers or otherwise privately disposes of any Security which does not contain a Legend and as to which following such transfer or other disposition the transferee is not entitled to sell such Security freely or pursuant to Rule 144 and the re-sale of such Security by such transferee is not immediately thereafter registered under the Securities Act, then, in connection with such transfer or other disposition Purchaser and such transferee shall submit such Security for re-legending applicable to such Security as held by such transferee.
Appears in 1 contract
Samples: Securities Purchase Agreement (Westell Technologies Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above. The Second Legend shall remain on any certifiates representing shares of Preferred Stock.
Appears in 1 contract
Samples: Securities Purchase Agreement (Valence Technology Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security Common Shares upon which such Legend it is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof resale of such Common Shares is registered under the Securities Act pursuant to an effective registration statement, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), EW) to the effect that a public sale or transfer of such Security Common Shares may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144an exemption from such registration requirements. Each Purchaser EW agrees to sell all Securitiesregistered Common Shares, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security certificate evidencing Common Shares or any Security certificate evidencing Common Shares is issued without the Legend and such Common Shares are to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition, the certificate evidencing such Common Shares shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any certificate evidencing Common Shares or any certificate evidencing Common Shares is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security Common Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser EW holding such SecurityCommon Shares, the Company may require that the Legend be placed on any such Security certificate evidencing Common Shares that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security Common Shares may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions transactions, and reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the CompanyHolder), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, (i) pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or (ii) in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above. Except for the Legend required pursuant to Section 2.7 and this Section 5.1, the Securities shall bear no legend.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne shared equally by the CompanyCompany and such holder), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser such holder provides the Company with reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the registration statement registering the sale thereof of any such Security by Purchaser is registered under the Securities Act pursuant to an effective registration statementthen effective, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company and its transfer agent (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act Act, or (c) Purchaser provides reasonable assurances that such Security can be sold Securities are available for sale or transfer pursuant to Rule 144144(k) under the Securities Act. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security . If all or any Security is issued without the Legend and thereafter the effectiveness portion of a registration statement covering the resale of such Security Note or Warrant purchased by Purchaser is suspended converted or the Company determines that exercised (as applicable) at a supplement or amendment thereto time when there is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement to cover the resale of the Note Shares or Rule 144 Warrant Shares purchased by Purchaser (“Underlying Shares”), as the case may be, or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when if such Security Underlying Shares may be sold pursuant under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Article V, it will, no later than three Trading Days following the delivery by a Purchaser to an effective registration statement the Company or Rule 144 the Company’s transfer agent of a certificate representing Underlying Shares issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”, deliver or cause to be delivered to Purchaser a certificate representing such holder provides shares that is free from all restrictive and other legends. In addition to Purchaser’s other available remedies, the opinion with respect thereto described Company shall pay to Purchaser, in clause cash, as liquidated damages and not as a penalty, for each $5,000 of Underlying Shares (bbased on the closing bid price of the Common Stock on the primary trading market for the Common Stock on the date such Securities are submitted to the Company’s transfer agent) next abovedelivered for removal of the restrictive legend and subject to this Section 5.1, $50 per business day (increasing to $100 per business day 3 business days after such damages have begun to accrue) for each business day after the Legend Removal Date until such certificate is delivered without a legend.
Appears in 1 contract
Samples: Securities Purchase Agreement (Private Media Group Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, . (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act nor Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or pursuant to an exemption from such registration requirements, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act, Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Note and Common Stock Purchase Agreement (Beta Oil & Gas Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue In connection with a certificate without any legend to the holder sale of any Security upon which such Legend is stamped, and Conversion Units by a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof is registered Class B Purchaser in reliance on Rule 144 promulgated under the Securities Act pursuant Act, such Class B Purchaser or its broker shall deliver to an effective registration statement, (b) such holder provides NEP a broker representation letter providing to NEP any information NEP deems necessary to determine that the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be Conversion Units is made without registration in compliance with Rule 144 promulgated under the Securities Act or Act, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of NEP (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to as defined in Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of 144 promulgated under the Securities Act) and a certification as to the length of time the such units have been held (taking into account any applicable tacking periods under Rule 144). In Upon receipt of such representation letter, NEP shall promptly remove the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness notation of a registration statement covering restrictive legend in such Purchaser’s book-entry account maintained by NEP, including the resale legend referred to in Section 4.05(d), and NEP shall bear all costs associated with the removal of such Security is suspended or legend in NEP’s books. At such time as the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be Conversion Units have been sold pursuant to an effective registration statement under the Securities Act or have been held by any Purchaser for more than one (1) year where such Purchaser is not, and has not been in the preceding three (3) months, an Affiliate of NEP (as defined in Rule 144 or with respect to which promulgated under the opinion Securities Act), if the book-entry account of such Purchaser still bears the notation of the restrictive legend referred to in clause Section 4.05(d), NEP agrees, upon request of the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.05(d), and NEP shall bear all costs associated with the removal of such legend in the books of NEP regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assignee provides to NEP any information NEP deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state Laws, including (bif there is no such registration statement) next above has a certification that the holder is not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Affiliate of NEP (as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company or NEP if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such holder provides units have been held. NEP shall cooperate with each Purchaser to effect the opinion with respect thereto described removal of the legend referred to in clause (bSection 4.05(d) next aboveat any time such legend is no longer appropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and and, if required, to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security Common Shares upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) upon the sale thereof is of such Common Shares registered under the Securities Act pursuant to an effective registration statementstatement covering such shares, (b) such holder upon the sale or transfer without registration under the Securities Act and Purchaser provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security Common Shares may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that upon the sale of such Security can be sold Common Shares pursuant to Rule 144. Each Purchaser agrees to sell all SecuritiesCommon Shares, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and and, if required, to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security Common Shares or any Security Common Shares is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security Common Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such SecurityCommon Shares, the Company may require that the Legend be placed on any such Security Common Shares that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security Common Shares may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aasche Transportation Services Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, the Legend if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), ) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or Act, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser Guarantor agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser Guarantor holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above. In the event that a Guarantor privately transfers or otherwise privately disposes of any Security which does not contain a Legend and as to which following such transfer or other disposition the transferee is not entitled to sell such Security freely or pursuant to Rule 144 and the re-sale of such Security by such transferee is not immediately thereafter registered under the Securities Act, then, in connection with such transfer or other disposition Guarantor and such transferee shall submit such Security for re-legending applicable to such Security as held by such transferee. Notwithstanding the foregoing, no opinion of counsel shall be required for transfers of the Warrants without consideration to the beneficiaries of the Guarantors, provided that the beneficiaries execute investment confirmations and covenants consistent with the representations and covenants contained in this Agreement in form reasonably satisfactory to the Company.
Appears in 1 contract
Samples: Loan Accomodation Agreement (Westell Technologies Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof resale of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144, the Holder provides the Company with reasonable assurances that the Security can be so sold without restriction, and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all registered Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is properly suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Bio Medica Corp)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) other than with respect to Rule 144 (which is the subject matter of clause (c) next below (except to the extent related to changes in law or rules and regulations or practice with respect thereto after the date hereof), such holder provides the Company with an opinion of counsel, in such counsel to be reasonably acceptable to the Company and with the form, substance and scope customary for opinions of counsel in comparable transactions and such opinion to be reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or or, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of a customary broker's 144 letter (or an appropriate "will sell" letter) and a customary seller's representation letter with respect to such a sale made (or, as the case may be, to be made) pursuant to Rule 144 (and, in the case of such a "will sell" letter, in a form reasonably satisfactory to the Company) or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 144(k) or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 144(k) or such holder provides the opinion with respect thereto described in clause (b) next aboveabove or the materials referred to in clause (c) above have been delivered.
Appears in 1 contract
Samples: Securities Purchase Agreement (Molten Metal Technology Inc /De/)
Removal of Legend. The Any restrictive legend on the certificates for the Preferred Shares or, until such time as the Common Shares have been registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise may be sold by Purchasers pursuant to Rule 144, the certificates for the Common Shares, the Legend (as defined in Section 4.6 hereof) shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, : (a) the sale thereof resale of such Security is registered under the Securities Act pursuant to an effective registration statement, Act; or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements; or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144, the Holder provides the Company with reasonable assurances that the Security can be so sold without restriction, and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC; or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all registered Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and and, if required by the Securities Act, to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be re-legended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alphanet Solutions Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions transactions, and reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the CompanyHolder), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, (i) pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or (ii) in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the any Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above. Except for the Legend required pursuant to this Section 5.1, the Securities shall bear no legend.
Appears in 1 contract
Samples: Securities Purchase Agreement (Insignia Solutions PLC)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Valence Technology Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue issue, or shall cause to be issued, a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof resale of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the Company), and its counsel to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144, the Holder provides the Company with reasonable assurances that the Security is to be so sold, and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a customary seller's representation letter reasonably acceptable to such transfer agent and counsel with respect to such a sale to be made pursuant to Rule 144 and (ii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all its registered Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, only pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus prospectus, as contemplated in Section 4.6, in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act or any applicable state securities laws. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. In Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been renderedrendered and/or has given stop transfer instructions to the Company's transfer agent, which Legend and stop transfer instructions shall be promptly removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security Shares upon which such Legend it is stampedprinted, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the Company), and its counsel to the effect that a public sale or transfer of such Security Shares may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security Shares can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Shares can be so sold without restriction. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event If the Legend is removed from any Security Shares or any Security Shares are issued without the Legend and the Shares are to be disposed of other than pursuant to a registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Shares shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, if the Legend is removed from any Shares or any Shares are issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security Shares is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such SecurityShares, the Company may require that the Legend be placed on any such Security Shares that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security Shares may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next abovethereto.
Appears in 1 contract
Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Adex Media, Inc.)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue or cause to be issued a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security security shall be originally issued without any legend, if, unless otherwise required by applicable federal or state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or Act, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and a registered broker dealer provides to the Company's transfer agent and counsel copies of (i) a "will sell" letter satisfying the guidelines established by the SEC and its staff from time to time and (ii) a customary seller's representation letter with respect to such a sale to be made pursuant to Rule 144 and (iii) a Form 144 in respect of such Security executed by such holder and filed (or mailed for filing) with the SEC or (d) such security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, if (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company), Company if neither an effective registration statement under the Securities Act nor Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or pursuant to an exemption from such registration requirements, (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Note and Common Stock Purchase Agreement (Beta Oil & Gas Inc)
Removal of Legend. Concho shall remove the legend described in Section 4.08 from the certificates evidencing the Purchased Common Stock at the request of a Purchaser submitting to Concho such certificates, together with such other documentation as may be reasonably requested by Concho or required by its transfer agent, unless Concho, with the advice of counsel, reasonably determines that such removal is inappropriate; provided that no opinion of counsel shall be required in the event a Purchaser is effecting a sale of such Purchased Common Stock pursuant to Rule 144 under the Securities Act or an effective registration statement. Concho shall cooperate with such Purchaser to effect removal of such legend. The Legend legend described in Section 4.08 shall be removed and the Company Concho shall ----------------- issue a certificate without any such legend to the holder of any Security Purchased Common Stock upon which such Legend it is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities lawsLaws, (ai) the sale thereof is registered under the Securities Act such shares of Purchased Common Stock are sold pursuant to an effective registration statementRegistration Statement, (bii) in connection with a sale, assignment or other transfer, such holder provides the Company Concho with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and a law firm reasonably acceptable to the Company Concho (the reasonable cost of which shall be borne by the Companywith any law firm set forth under Section 8.06 being deemed acceptable), in a generally acceptable form, to the effect that a public sale such sale, assignment or transfer of such Security Purchased Common Stock may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration applicable requirements of the Securities Act. In the event the Legend is removed from any Security , or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of (iii) such Security is suspended holder provides Concho with reasonable assurance that such Purchased Common Stock can be sold, assigned or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold transferred pursuant to an effective registration statement or Rule 144 or with respect Rule 144A under the Securities Act. If Concho shall fail for any reason or for no reason to which issue to the opinion referred to in holder of such Purchased Common Stock within three trading days after the occurrence of any of clause (bi), clause (ii) next or clause (iii) above has not been rendered, which Legend shall be removed when a certificate without such Security may be sold legend to the holder or if Concho fails to deliver unlegended Purchased Common Stock within three trading days of the Purchaser’s election to receive such unlegended Purchased Common Stock pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (by) next abovebelow, and if on or after such trading day the holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the holder of such Purchased Common Stock that the holder anticipated receiving without legend from Concho (a “Buy-In”), then Concho shall, within three (3) Business Days after the holder’s request and in the holder’s discretion, either (x) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased (the “Buy-In Price”), at which point Concho’s obligation to deliver such unlegended Purchased Common Stock shall terminate, or (y) promptly honor its obligation to deliver to the holder such unlegended Purchased Common Stock as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock times (B) the closing bid price on the date of exercise.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to a registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Super Vision International Inc)
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue or cause its Depositary to issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions transactions, and reasonably acceptable satisfactory to the Company (the reasonable cost of which shall be borne by the Companyholder), to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, (i) pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or (ii) in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next aboveaboe. Except for the Legend required pursuant to this Section 5.1, the Securities shall bear no legend.
Appears in 1 contract
Samples: Securities Purchase Agreement (Insignia Solutions PLC)
Removal of Legend. The Legend legend set forth above shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder Holder a new certificate therefor free of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, transfer legend if (ai) the sale thereof is registered under the Securities Act pursuant to an effective registration statement, (b) such holder provides the Company with or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company)transactions, to the effect that a public sale or transfer of such Security Common Stock may be made without registration under the Securities Act and the shares are so sold or transferred, (cii) Purchaser such Holder provides the Company or its transfer agent with reasonable assurances that the Common Stock issuable upon conversion of this Debenture (to the extent such Security securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities144 or (iii) in the case of the Common Stock issuable upon conversion of this Debenture, including those represented such security is registered for sale by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to Holder under an effective registration statement and to deliver a prospectus in connection with such sale filed under the Act or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security otherwise may be sold pursuant to an Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the effective date of any registration statement under the Act registering the resale of the Common Stock issuable upon conversion of the Debentures if required by the Company's transfer agent to effect the removal of the legend hereunder. Nothing in this Debenture shall (i) limit the Company's obligation under the Registration Rights Agreement or Rule 144 or such holder provides (ii) affect in any way the opinion Holder's obligations to comply with respect thereto described in clause (b) next aboveapplicable prospectus delivery requirements upon the resale of the securities referred to herein.
Appears in 1 contract
Samples: Provectus Pharmaceuticals Inc
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend to the holder of any Security upon which such Legend is stamped, and a certificate for a Security shall be originally issued without any legend, if, unless otherwise required by applicable state securities laws, (a) The Purchaser may request Triangle to remove the legend set forth on the Shares by submitting to Triangle such certificates, together with an opinion of outside counsel reasonably acceptable to Triangle to the effect that such legend is no longer required under the Securities Act or applicable state Laws as the case may be, as Triangle may request; provided, that, no opinion of counsel shall be required if the Purchaser is effecting a sale thereof is of the Shares pursuant to Rule 144 under the Securities Act (and the Purchaser delivers a Rule 144 Representation Letter to Triangle) or the Shares have been registered under the Securities Act pursuant to an effective registration statement. Triangle shall reasonably cooperate with the Purchaser to effect removal of such legend. The legend on the Shares shall be removed and Triangle shall issue new shares of Common Stock without such legend to the holder of the Shares upon which it is stamped, if, unless otherwise required by state securities Laws, (bi) such Shares are sold pursuant to an effective registration statement, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company Triangle with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and a law firm reasonably acceptable to the Company (the reasonable cost of which shall be borne by the Company)Triangle, in a generally acceptable form, to the effect that a public sale such sale, assignment or transfer of such Security Shares may be made without registration under the Securities Act or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144. Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement and to deliver a prospectus in connection with such sale or in compliance with an exemption from the registration applicable requirements of the Securities Act, or (iii) in connection with a sale, assignment of or other transfer of such Shares, such holder provides Triangle with a representation letter that such Shares will be sold, assigned or transferred pursuant to Rule 144 under the Securities Act. In Triangle shall bear all direct costs and expenses associated with the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness removal of a registration statement covering the resale of such Security is suspended or the Company determines legend pursuant to this Section 7.09; provided, that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, shall be responsible for all legal fees and expenses of counsel incurred by the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or Purchaser with respect to which the opinion referred to matters addressed in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next abovethis Section 7.09.
Appears in 1 contract
Removal of Legend. The Legend shall be removed and the Company shall ----------------- issue a certificate without any legend such Legend to the holder of any Security upon which such Legend it is stamped, and a certificate for a Security security shall be originally issued without any legendthe Legend, if, unless otherwise required by applicable state securities laws, (a) the sale thereof of such Security is registered under the Securities Act pursuant to an effective registration statementAct, (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions and reasonably acceptable satisfactory to the Company and its counsel (the reasonable cost of which shall be borne by the Company)Company if, after one (1) year, neither an effective registration statement under the Securities Act or Rule 144 is available in connection with such sale) to the effect that a public sale or transfer of such Security may be made without registration under the Securities Act pursuant to an exemption from such registration requirements or (c) Purchaser provides reasonable assurances that such Security can be sold pursuant to Rule 144144 and the holder provides the Company with reasonable assurances that the Security can be so sold without restriction or (d) such Security can be sold pursuant to Rule 144(k). Each Purchaser agrees to sell all Securities, including those represented by a certificate(s) from which the Legend has been removed, or which were originally issued without the Legend, pursuant to an effective registration statement, in accordance with the manner of distribution described in such registration statement and to deliver a prospectus in connection with such sale sale, or in compliance with an exemption from the registration requirements of the Securities Act. In the event the Legend is removed from any Security or any Security is issued without the Legend and the Security is to be disposed of other than pursuant to the registration statement or pursuant to Rule 144, then prior to, and as a condition to, such disposition such Security shall be relegended as provided herein in connection with any disposition if the subsequent transfer thereof would be restricted under the Securities Act. Also, in the event the Legend is removed from any Security or any Security is issued without the Legend and thereafter the effectiveness of a registration statement covering the resale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the Purchaser holding such Security, the Company may require that the Legend be placed on any such Security that cannot then be sold pursuant to an effective registration statement or Rule 144 or with respect to which the opinion referred to in clause (b) next above has not been rendered, which Legend shall be removed when such Security may be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (b) next above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Miravant Medical Technologies)
