Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 7 contracts
Sources: Subscription Agreement (Hennessy Capital Investment Corp. VI), Subscription Agreement (Hennessy Capital Investment Corp. VI), Subscription Agreement (Hennessy Capital Investment Corp. VI)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under then at the Securities Act pursuant to a shelf registration statementPurchaser’s request, then the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend; provided, that, notwithstanding the foregoing, the Company will not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Securities in violation of applicable law.
Appears in 3 contracts
Sources: Forward Purchase Agreement (One Madison Corp), Forward Purchase Agreement (One Madison Corp), Forward Purchase Agreement (One Madison Corp)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a5(a), if the Securities are eligible to be sold without restriction under under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement) , then at the Purchaser’s request, the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 2 contracts
Sources: Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a5(a), if the Securities are eligible to be sold without restriction under under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under then at the Securities Act pursuant to a shelf registration statementPurchaser’s request, then the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 2 contracts
Sources: Forward Purchase Agreement (CF Corp), Forward Purchase Agreement (CF Corp)
Legend Removal. Following the expiration of the any transfer restrictions set forth in Section 6(a)restrictions, if the Securities are eligible to be sold without restriction under under, and without the Company being in compliance with the current public information requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then at the Holder’s written request, the Company will use its best commercially reasonable efforts to cause the Company’s 's transfer agent to remove the legend set forth in Section 1(c)(ii)any restrictive legends, subject to compliance by the Purchaser Holder with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s 's transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Registration Rights Agreement (Activate Permanent Capital Corp.)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then then, at a Purchaser’s written request, the Company will use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii1(c), subject to compliance by the such Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Subscription Agreement (Hennessy Capital Investment Corp. VI)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a4(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then the Company will use its reasonable best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the each Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Subscription Agreement (Singularity Future Technology Ltd.)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then the Sponsor shall cause the Company will to agree to use its best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii1(c), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Subscription Agreement (Hennessy Capital Investment Corp. VI)
Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then the Company will use its reasonable best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
Appears in 1 contract
Sources: Subscription Agreement (Blue Ocean Acquisition Corp)