Common use of Termination of Restrictions Clause in Contracts

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 21 contracts

Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Airtech International Group Inc)

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Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 16 contracts

Samples: Common Stock Purchase (Precept Business Services Inc), American Telesource International Inc, Wareforce Com Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_199_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 4 contracts

Samples: Code Alarm Inc, Pegasus Investors L P, Code Alarm Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 3 contracts

Samples: TherapeuticsMD, Inc., Siricomm Inc, Siricomm Inc

Termination of Restrictions. Notwithstanding Notwithstand­ing the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without with­out registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL­ITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 3 contracts

Samples: TherapeuticsMD, Inc., TherapeuticsMD, Inc., TherapeuticsMD, Inc.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and The restriction referred to in the legend requirements referenced in Section 4(a) of Section 9.1 this Agreement shall cease and terminate as to any particular Warrants or Warrant Certificates or share certificates representing Warrant Shares when, in the reasonable opinion of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon counsel for the exercise of the Warrants) (i) when and so long as Company, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable state securities laws and disposed of pursuant thereto Act. The Company or (ii) when the Company shall have received Company's counsel, at their election, may request from any Holder a certificate or an opinion of such Holder's counsel that such shares may be transferred without registration thereof under with respect to any relevant matters in connection with the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request removal of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution forSection 4(a) from such Holder's Warrant Certificate(s), any Warrant such certificate or Warrants entitled opinion of counsel to bear such legend be reasonably satisfactory to the Company and its counsel. The restrictions referred to in Section 4(a) shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall cease and terminate as to any share particular Warrants, Warrant Certificates and certificates representing Warrant Shares when, in the reasonable opinion of Restricted Common Stock, as hereinabove providedcounsel for the Company, the holder thereof provisions of this Agreement are no longer applicable to such Warrants, Warrant Certificates or certificates representing Warrant Shares, or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 4 shall cease and terminate when, in the reasonable opinion of counsel for the Company, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any Warrants, Warrant Certificates and certificates representing Warrant Shares, the Holder shall be entitled to receive from the Company, at without expense (other than applicable transfer taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the Company's expenseregistered holder thereof), new certificates for a new certificate like number of Warrants, Warrant Certificates and certificates representing such Common Stock Warrant Shares not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.14.

Appears in 2 contracts

Samples: Warrant Agreement (Maxxim Medical Inc), Warrant Agreement (Maxxim Medical Inc/Tx)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 93, the restrictions imposed by this Section upon the transferability of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 3 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to the Company that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 3 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 3 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.13.

Appears in 2 contracts

Samples: In Store Media Systems Inc, In Store Media Systems Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 2 contracts

Samples: Adatom Com Inc, Adatom Com Inc

Termination of Restrictions. Notwithstanding the foregoing --------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 2 contracts

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

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 9.1(a) and (b) shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 9.1(b), 9.2 and 9.3 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 SECTIONS 9.1(b), 9.2 AND 9.3 HEREOF TERMINATED ON ____________, 20_199_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 2 contracts

Samples: Pegasus Investors L P, Code Alarm Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 913, the restrictions imposed by this Section 13 upon the transferability of the Warrants, the Warrant Stock Certificates and the Restricted Common Stock (or Common Stock shares of capital stock issuable upon the exercise of the Warrants) Warrants shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share shares of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) capital stock when, (i) when and so long as such security Warrant Certificate or shares of capital stock shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Holder, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed by this Section 9 13 shall terminate as to this Warrant, a Warrant Certificate (or to any shares of capital stock) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on _____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 13 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.113.

Appears in 2 contracts

Samples: Execution Copy (Impleo LLC), Warrant Agreement (Bcam International Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1."

Appears in 2 contracts

Samples: Ifs International Holdings Inc, Innovative Gaming Corp of America

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the The restrictions imposed by this Section 8 upon the transferability of the Warrants, the shares of Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by this Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.18.1(a).

Appears in 2 contracts

Samples: North Atlantic Trading Co Inc, North Atlantic Trading Co Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, _____ AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 2 contracts

Samples: Thermatrix Inc, Thermatrix Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the WarrantsDebentures, the Warrant Common Stock issuable upon conversion and the Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock Debenture or Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 6 shall terminate as to this WarrantDebenture, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Debenture bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT DEBENTURE CONTAINED IN SECTION 9 6 HEREOF ARE TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Debentures issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Debenture or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.16.1.

Appears in 2 contracts

Samples: Legend International Holdings Inc, Conus Holdings Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 910, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 10.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 10 HEREOF TERMINATED ON ____________, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transferTransfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.110.1(a).

Appears in 2 contracts

Samples: Act Capital America Fund Lp, Semx Corp

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 2 contracts

Samples: Clearworks Net Inc, Intelliquis International Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1. The Holder acknowledges that the Registration Statement referred to in Section 9.3 above relates to the resale of the Warrant Shares only and that the Company may take appropriate steps, including stop transfer orders and restrictive legends to insure that the Warrant Shares are sold in compliance with the Registration Statement (including the prospectus delivery requirement) and any applicable laws and rules, until such resale has been effected.

Appears in 1 contract

Samples: Data Systems & Software Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.endorsed

Appears in 1 contract

Samples: Securities Purchase Agreement (Usa Biomass Corp)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section SECTION 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section SECTION 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawslaw. Whenever the restrictions imposed by Section SECTION 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________ _____, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.1SECTION 9.1(a).

Appears in 1 contract

Samples: Dyntek Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON __________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Thermoenergy Corp

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i1) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_19_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19. 1 (a).

Appears in 1 contract

Samples: Securities Purchase Agreement (Dynamicweb Enterprises Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________APRIL 17, 20__2002, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 1 contract

Samples: 5b Technologies Corp

Termination of Restrictions. Notwithstanding Notwithstand­ing the foregoing provisions of Section 95, the restrictions imposed by this Section upon the transferability of the WarrantsNotes, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 5.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Note (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without with­out registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 5 shall terminate as to this WarrantNote, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Note bearing the following legend in place of the restrictive legend set forth hereonabove or the Note stamped with the following legend: "THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL­ITY OF THE WITHIN WARRANT NOTE CONTAINED IN SECTION 9 5 HEREOF TERMINATED ON ___________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Notes issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Note or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's ’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.15.1.

Appears in 1 contract

Samples: Arkados Group, Inc.

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION Section 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Dynamicweb Enterprises Inc

Termination of Restrictions. Notwithstanding the foregoing --------------------------- provisions of this Section 95, the restrictions imposed by this Section upon the transferability --------- of the Warrants, the Warrant Restricted Stock shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) Security when and so long as such security Restricted Security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed sold by the holder thereof in accordance with such registration or the holder of pursuant thereto or (ii) when such Restricted Security has delivered to the Company shall have received an opinion of counsel in form and substance reasonably satisfactory to the Company that all of the Restricted Stock may simultaneously be sold in accordance with the safe harbor provisions of Rule 144(k). No request for registration may be made by a holder of Restricted Stock pursuant to this Section 5, nor may any registration be required to be maintained if such --------- holder of Restricted Stock is advised by the Company, and promptly furnished an opinion of the Company's counsel reasonably satisfactory to such holder, to the effect that all of the shares of Restricted Stock subject to registration under this Agreement are eligible for simultaneous sale under the conditions of Rule 144 as promulgated by the Commission, and no request for registration may be made with respect to such shares may of Restricted Stock to which such opinion is applicable, and no registration need be transferred without registration maintained in respect thereof under the Securities Act and applicable state securities lawseither such circumstance. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common StockCertificate, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's without expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1legend otherwise required to be borne thereby.

Appears in 1 contract

Samples: Warrant Agreement (Inland Resources Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 1 contract

Samples: Sac Technologies Inc

Termination of Restrictions. Notwithstanding the foregoing provisions --------------------------- of Section 9this Article 6, the restrictions imposed by this Section Article 6 upon the transferability of the WarrantsWarrants (except the restriction imposed by Section 6.5), the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to the Company and its counsel that such shares may be transferred without registration thereof under legend is not required in order to insure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 this Article 6 shall terminate as to this Warrant, as hereinabove provided, the Holder holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 ARTICLE 6 HEREOF TERMINATED ON ________, 20______ __, 19__ AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section Article 6 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.16.2.

Appears in 1 contract

Samples: Tele Communications Inc /Co/

Termination of Restrictions. Notwithstanding the foregoing ----------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Adatom Com Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9this Section, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of (and related Warrant Stock Stock) or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Stock, when (i) when such Warrant (and so long as related Warrant Stock), or such security Restricted Stock shall have been effectively registered under the Securities Act and or applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration, or (ii) when in the Company shall have received an opinion of counsel that for the Company and counsel for the holder of such shares may be transferred without registration thereof under Warrant or such Restricted Stock such restrictions are no longer required in order to insure compliance with the Securities Act and or applicable state securities laws. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof Company shall cause to be entitled to receive from stamped or otherwise imprinted upon this Warrant, at the Company upon written request of the Holderholder hereof, at without expense, a legend in substantially the expense following form: "The restrictions on transferability of the Companywithin Warrant contained in Section 9 thereof terminated on , a new Warrant bearing the following legend in place 19 and are of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTno further force or effect." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common StockCertificate, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common for Nonpreferred Stock of the same class not bearing the restrictive legends legend set forth in Section 9.1SUBSECTION A of this Section.

Appears in 1 contract

Samples: Shareholders Agreement (Portola Packaging Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ON___________, 20______, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: American Shared Hospital Services

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the WarrantsDebentures, the Warrant Common Stock issuable upon conversion and the Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock Debenture or Restricted Common Stock (or Common Stock issuable upon the exercise conversion of the WarrantsDebenture) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 6 shall terminate as to this WarrantDebenture, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant Debenture bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT DEBENTURE CONTAINED IN SECTION 9 6 HEREOF TERMINATED ON ___________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Debentures issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Debenture or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.16.1.

Appears in 1 contract

Samples: Conus Holdings Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Appears in 1 contract

Samples: Viisage Technology Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i1) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20_19_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Securities Purchase Agreement (Dynamicweb Enterprises Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 96, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 6.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares security may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 6 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 6 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.16.1(a).

Appears in 1 contract

Samples: Hilbert Stephen C

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ______________, 20________, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Ifs International Holdings Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Pegasus Investors L P

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the CompanyHolder, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the CompanyHolder's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Galtech Semiconductor Materials Co)

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 98, the restrictions imposed by this Section 8 upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by this Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ____________, 2020 ______, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.18.1.

Appears in 1 contract

Samples: Airtech International Group Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ___________________________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Univec Inc

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Termination of Restrictions. Notwithstanding the foregoing provisions of Section 910, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 10.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: hereon (which new Warrant shall in all other respects be identical with this Warrant): "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN XXX XXXXXXXXXXXX XX XXXXXXXXXXXXXXX XX XXX XXXXXX XXXXXXX XXXXXXXXX XX SECTION 9 10 HEREOF TERMINATED ON ____________, 20200__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transferTransfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.110.1(a).

Appears in 1 contract

Samples: Aci Capital America Fund Lp

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section 9 upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20____,_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: 4 Agreement (Medical Imaging Centers of America Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1. The Holder acknowledges that the Registration Statement referred to in Section 9.3 above relates to the resale of the Warrant Shares only and that the Company may take appropriate steps, including stop transfer orders and restrictive legends to insure that the Warrant Shares are sold in compliance with the Registration Statement (including the prospectus delivery requirement) and any applicable laws and rules, until such resale has been effected.

Appears in 1 contract

Samples: Securities Purchase Agreement (Data Systems & Software Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Thermoview Industries Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON _________________, 20_____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Appears in 1 contract

Samples: Immune Response Inc

Termination of Restrictions. Notwithstanding the foregoing ---------------------------- provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Adatom Com Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9this Section, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of (and related Warrant Stock Stock) or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Stock, when (i) when such Warrant (and so long as related Warrant Stock), or such security restricted Stock shall have been effectively registered under the Securities Act and or applicable state securities laws and disposed of pursuant thereto sold by the holder thereof in accordance with such registration, or (ii) when in the Company shall have received an opinion of counsel that for the Company and counsel for the holder of such shares may be transferred without registration thereof under Warrant or such Restricted Stock such restrictions are no longer required in order to insure compliance with the Securities Act and Act, applicable state securities lawslaws or the Bank Holding Company Act of 1956 and Regulation Y promulgated thereunder. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof Company shall cause to be entitled to receive from stamped or otherwise imprinted upon this Warrant, at the Company upon written request of the Holderholder hereof, at without expense, a legend in substantially the expense following form: "The restrictions on transferability of the Company, a new within Warrant bearing the following legend contained in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION Section 9 HEREOF TERMINATED ON thereof terminated on ____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT19 and are of no further force or effect." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common StockCertificate, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common for Nonpreferred Stock of the same class not bearing the restrictive legends legend set forth in Section 9.1SUBSECTION A of this Section.

Appears in 1 contract

Samples: Portola Packaging Inc

Termination of Restrictions. Notwithstanding The restriction referred to in the foregoing provisions of endorsement required pursuant to Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock 2.6.1(a) shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share shares of Warrant Stock or Restricted WireCo Common Stock (or Common Stock issuable upon when, in the exercise reasonable opinion of the Warrants) (i) when and so long as counsel for WireCo, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable the state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received “blue sky” laws. WireCo or WireCo’s counsel, at their election, may request from any Stockholder a certificate or an opinion of such Stockholder’s counsel that with respect to any relevant matters in connection with the removal of the endorsement set forth in Section 2.6.1(a) from such shares may Stockholder’s stock certificates, any such certificate or opinion of counsel to be transferred without registration thereof under the Securities Act reasonably satisfactory to WireCo and applicable state securities lawsits counsel. Whenever the The restrictions imposed by referred to in Section 9 2.6.1(b) shall cease and terminate as to this Warrantany particular shares of WireCo Common Stock when, as hereinabove providedin the reasonable opinion of counsel for WireCo, the Holder hereof provisions of this Agreement are no longer applicable to such shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 2.6.1 shall cease and terminate when, in the reasonable opinion of counsel for WireCo, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any shares of WireCo Common Stock or WireCo Convertible Securities, the Stockholder holding such shares shall be entitled to receive from the Company upon written request of the HolderWireCo, at the without expense of the Company(other than applicable transfer taxes, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________if any, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear if such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as unlegended shares are being delivered and transferred to any share Person other than the registered holder thereof), new certificates for a like number of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such shares of WireCo Common Stock or like number of WireCo Convertible Securities not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.12.6.1.

Appears in 1 contract

Samples: Stockholders’ Agreement (1295728 Alberta ULC)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Shares and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock Shares or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it and its counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20_________, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(b).

Appears in 1 contract

Samples: Viisage Technology Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and The restriction referred to in the legend requirements referenced in Section 4(a) of Section 9.1 this Agreement shall cease and terminate as to any particular Warrants or Warrant Certificates or share certificates representing Warrant Shares when, in the reasonable opinion of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon counsel for the exercise of the Warrants) (i) when and so long as Company, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable state securities laws and disposed of pursuant thereto Act. The Company or (ii) when the Company shall have received Company's counsel, at their election, may request from any Holder a certificate or an opinion of such Holder's counsel that such shares may be transferred without registration thereof under with respect to any relevant matters in connection with the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request removal of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution forSection 4(a) from such Holder's Certificate(s), any Warrant such certificate or Warrants entitled opinion of counsel to bear such legend be reasonably satisfactory to the Company and its counsel. The restrictions referred to in Section 4(a) shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall cease and terminate as to any share particular Warrants, Warrant Certificates and certificates representing Warrant Shares when, in the reasonable opinion of Restricted Common Stock, as hereinabove providedcounsel for the Company, the holder thereof provisions of this Agreement are no longer applicable to such Warrants, Warrant Certificates or certificates representing Warrant Shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 4 shall cease and terminate when, in the reasonable opinion of counsel for the Company, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any Warrants, Warrant Certificates and certificates representing Warrant Shares the Holder holding such shares shall be entitled to receive from the Company, at without expense (other than applicable transfer taxes, if any, if such unlegended shares are being delivered and transferred to any person other than the Company's expenseregistered Holder thereof), new certificates for a new certificate like number of Warrants, Warrant Certificates and certificates representing such Common Stock Warrant Shares not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.14.

Appears in 1 contract

Samples: Warrant Agreement (Maxxim Medical Inc/Tx)

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 914, the restrictions imposed by this Section 14 upon the transferability of the Warrants, the Warrant Stock Certificates and the Restricted Common Stock (or Common Stock shares of capital stock issuable upon the exercise of the Warrants) Warrants shall cease and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share shares of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) capital stock when, (i) when and so long as such security Warrant Certificate or shares of capital stock shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Xxxxxx, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed imposed' by this Section 9 14 shall terminate as to this Warrant, a Warrant Certificate (or to any shares of capital stock) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on , 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 14 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.114.

Appears in 1 contract

Samples: Warrant Agreement (Wahlco Environmental Systems Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 98, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 8.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 8 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 8 HEREOF TERMINATED ON ____________, 2019 __, AND ARE OF NO FURTHER FORCE AND OR EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.18.1(a).

Appears in 1 contract

Samples: Specialty Equipment Companies Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY TRANSFERABIL- ITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 1 contract

Samples: Lmki Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Network Connection Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrantswarrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 2019__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Univec Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20_200_, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Inforetech Wireless Technology Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section 9 upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Common Stock Purchase (General Electric Co)

Termination of Restrictions. Notwithstanding The restriction referred to in the foregoing provisions of endorsement required pursuant to Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock 2.6.1(a) shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share shares of Warrant Holdings Common Stock or Restricted Parent Common Stock (or Common Stock issuable upon when, in the exercise reasonable opinion of the Warrants) (i) when and so long as counsel for Holdings, such security shall have been effectively registered under restriction is no longer required in order to assure compliance with the Securities Act and applicable the state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received “blue sky” laws. Holdings or Holdings’ counsel, at their election, may request from any Stockholder a certificate or an opinion of such Stockholder’s counsel that with respect to any relevant matters in connection with the removal of the endorsement set forth in Section 2.6.1(a) from such shares may Stockholder’s stock certificates, any such certificate or opinion of counsel to be transferred without registration thereof under the Securities Act reasonably satisfactory to Holdings and applicable state securities lawsits counsel. Whenever the The restrictions imposed by referred to in Section 9 2.6.1(b) shall cease and terminate as to this Warrantany particular shares of Holdings Common Stock or Parent Common Stock when, as hereinabove providedin the reasonable opinion of counsel for Holdings, the Holder hereof provisions of this Agreement are no longer applicable to such shares or this Agreement shall have terminated in accordance with its terms. Any other restrictions referred to in any other legends required pursuant to Section 2.6.1 shall cease and terminate when, in the reasonable opinion of counsel for Holdings, such restrictions are no longer applicable. Whenever such restrictions shall cease and terminate as to any shares of Holdings Common Stock, Parent Common Stock or Holdings Convertible Securities, the Stockholder holding such shares shall be entitled to receive from the Company upon written request of the HolderHoldings or Parent, at the as applicable, without expense of the Company(other than applicable transfer taxes, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________if any, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear if such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as unlegended shares are being delivered and transferred to any share Person other than the registered holder thereof), new certificates for a like number of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such shares of Holdings Common Stock or Parent Common Stock or like number of Holdings Convertible Securities not bearing the restrictive legends relevant legend(s) set forth or referred to in Section 9.12.6.1.

Appears in 1 contract

Samples: Stockholders’ Agreement (1295728 Alberta ULC)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON _________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in Section 9.1.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dunn Computer Corp /Va/)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto thereto, or (ii) when the Company shall have received an delivered to the Holder or Holders of Warrants, Warrant Stock or Restricted Common Stock the written opinion of counsel Independent Counsel stating that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the first restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ____________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Essential Reality Inc)

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 97, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 7.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 7 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 7 HEREOF TERMINATED ON ________, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.17.1(a).

Appears in 1 contract

Samples: Columbia Laboratories Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability of the WarrantsWarrant, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the WarrantsWarrant) and the legend requirements of Section 9.1 shall terminate as to any particular the Warrant or any share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________ __, 20____, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination transfer of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Calton Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock Stock, and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 hereof shall terminate as to any particular Warrant or Warrant, share of Warrant Stock Stock, or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or thereto, (iib) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be legend is not required in order to ensure compliance with the Securities Act or (c) when otherwise validly transferred without pursuant to Rule 144 or any similar exemption from registration thereof under the Securities Act and applicable state securities lawssuch that such security may thereafter be transferred by a Person who is not an Affiliate of the Company without registration under the Securities Act. Whenever the restrictions imposed by this Section 9 shall terminate as to this Warrantterminate, as hereinabove provided, the Company's obligations to register Warrants or Warrant Stock pursuant to Section 9.3 or 9.4 hereof shall terminate and each Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________------- -----, 20__19---, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants Each Warrant issued upon registration of transfer, division division, or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 9.8 shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a) hereof.

Appears in 1 contract

Samples: Precision Standard Inc

Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability after the Exercise Date of the Warrants, Warrants and the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such shares may be transferred without registration thereof under legend is not required in order to ensure compliance with the Securities Act and applicable state securities lawsAct. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Warrant Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: General Electric Co

Termination of Restrictions. Notwithstanding the foregoing provisions of this Section 911, the restrictions imposed by this Section 11 upon the transferability of the Warrants, Warrant Certificates and the Warrant Stock Shares shall cease and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant Certificate or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) Shares when, (i) when and so long as such security Warrant Certificate or Warrant Shares shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto sold by any Holder in accordance with such registration or (ii) when in the Company shall have received an opinion of counsel that for such shares may be transferred without registration thereof under Holder, if such opinion is satisfactory in form and substance to the Company, such restrictions are no longer required in order to insure compliance with the Securities Act Act. If and applicable state securities laws. Whenever whenever the restrictions imposed by this Section 9 11 shall terminate as to this Warrant, a Warrant Certificate (or to any Warrant Shares) as hereinabove provided, the such Holder hereof shall be entitled to receive from may and the Company shall, as promptly as practicable upon written the request of the Holder, such Holder and at the expense Company's expense, cause to be stamped or otherwise imprinted upon such Warrant Certificate or such shares of the Company, capital stock a new Warrant bearing legend in substantially the following legend in place of the restrictive legend set forth hereonform: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON The restrictions on transferability of this [these] [Warrant Certificate/securities] terminated on ____________________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECTand are of no further force or effect." All Warrants Warrant Certificates issued upon registration of transfer, division or combination of, or in substitution for, any Warrant Certificate or Warrants Warrant Certificates entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section 11 shall terminate as to any share Warrant Certificate or as to any shares of Restricted Common Stockcapital stock, as hereinabove provided, the holder thereof each Holder shall be entitled to receive from the Company, at the Company's Company without expense, a new certificate representing such Common Stock Warrant Certificate or new shares of capital stock not bearing the restrictive legends legend set forth in subsection (a) of this Section 9.111.

Appears in 1 contract

Samples: Warrant Agreement and Form of Warrant (Flag Financial Corp)

Termination of Restrictions. Notwithstanding the foregoing provisions --------------------------- of Section 9, the restrictions imposed by this Section upon the transferability of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants) (ia) when and so long as such security shall have been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (iib) when such shares may be sold pursuant to Rule 144 of the Securities Act or otherwise transferred without registration thereof under the Securities Act and Company shall have received an opinion of counsel reasonably satisfactory to it, including an opinion of in-house counsel to the Holder, that such shares may be transferred without registration thereof under the Securities Act and applicable state securities lawsAct. Whenever the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the HolderCompany, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Common Stock not bearing the restrictive legends legend set forth in Section 9.19.1(a).

Appears in 1 contract

Samples: Level 8 Systems Inc

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