Common use of Removal of Restrictive Legends Clause in Contracts

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 104 contracts

Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Carolco Pictures, Inc.), Securities Purchase Agreement (First Harvest Corp.)

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Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificates, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Stock to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Resonant Inc), Securities Purchase Agreement (Mobivity Holdings Corp.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s 's Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Vet Online Supply Inc), Securities Purchase Agreement (Cannasys Inc), Securities Purchase Agreement (Hangover Joe's Holding Corp)

Removal of Restrictive Legends. In the event that Purchaser Buyer has any shares of the Company’s Common Stock bearing any restrictive legends, and PurchaserBuyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the PurchaserBuyer, and surrender to a common carrier for overnight delivery to the address as specified by the PurchaserBuyer, certificates, registered in the name of the Purchaser Buyer or its designees, representing the shares of Common Stock to which the Purchaser Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Cardax, Inc.), Securities Purchase Agreement (Cardax, Inc.)

Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificates, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Stock to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Commercetel Corp), Securities Purchase Agreement (Mphase Technologies Inc), Securities Purchase Agreement (Mphase Technologies Inc)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive SPA – FPVD, T1, 2015-08-25 legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Force Protection Video Equipment Corp.), Securities Purchase Agreement (Force Protection Video Equipment Corp.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the CompanyBorrower’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company Borrower and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company Borrower hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the CompanyBorrower.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (ETAO International Co., Ltd.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares thereon, pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by Purchaser when such removal complies with the Purchaserapplicable Law, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Luokung Technology Corp.), Securities Purchase Agreement (Luokung Technology Corp.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and irrevocablyand expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vilacto Bio Inc.)

Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s Common Stock Securities bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificatescertificates or other evidence of issuance by direct registration, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Stock Securities to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Interlink Electronics Inc)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such SPA – MAGE, T1, 2017-11-02 refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (MAGELLAN GOLD Corp)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the CompanyBorrower’s Common Stock Ordinary Shares bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company Borrower and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company Borrower hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock Ordinary Shares to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the CompanyBorrower.

Appears in 1 contract

Samples: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)

Removal of Restrictive Legends. In the event that Purchaser Holder has any shares of the Company’s Common Ordinary Stock bearing any restrictive legends, and PurchaserHolder, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser Holder is hereby irrevocably and expressly authorized to have counsel to the Purchaser Holder render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the PurchaserHolder, and surrender to a common carrier for overnight delivery to the address as specified by the PurchaserHolder, certificates, registered in the name of the Purchaser Holder or its designees, representing the shares of Common Ordinary Stock to which the Purchaser Holder is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Todos Medical Ltd.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.. 18

Appears in 1 contract

Samples: Securities Purchase Agreement (Hpil Holding)

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Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be he required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoFlex Power Corp)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s 's Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.. SPA - NGTF, Tl, 2017-03-16

Appears in 1 contract

Samples: Securities Purchase Agreement (NightFood Holdings, Inc.)

Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificates, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Stock to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eyes on the Go, Inc.)

Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s 's Common Stock bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificates, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Stock to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vape Holdings, Inc.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the CompanyBorrower’s Common Stock Ordinary Shares bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company Borrower and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company Borrower hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the CompanyBorrower, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock Ordinary Shares to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the CompanyBorrower.

Appears in 1 contract

Samples: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gopher Protocol Inc.)

Removal of Restrictive Legends. In the event that Purchaser has any shares of the Company’s Common Stock bearing any restrictive legends, and Purchaser, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal of the restrictive legends thereon in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably and expressly authorized to have counsel to the Purchaser render any and all opinions and other certificates or instruments 18 SPA – CETY, T1, 2016-06-06 which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchaser, and surrender to a common carrier for overnight delivery to the address as specified by the Purchaser, certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to which the Purchaser is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Probe Manufacturing Inc)

Removal of Restrictive Legends. In the event that Purchaser any Buyer has any shares of the Company’s Common Notes or Conversion Stock bearing any restrictive legends, and Purchasersuch Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer Agent Agent”) any such shares for the removal of the restrictive legends thereon thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable law Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that the Purchaser such Buyer is hereby irrevocably and expressly authorized to have counsel to the Purchaser such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by the Purchasersuch Buyer, and surrender to a common carrier for overnight delivery to the address as specified by the Purchasersuch Buyer, certificatescertificates or other evidence of issuance by direct registration, registered in the name of the Purchaser such Buyer or its designees, representing the shares of Common Notes or Conversion Stock to which the Purchaser such Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (TOMI Environmental Solutions, Inc.)

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