Common use of Removal of Transfer Restrictions Clause in Contracts

Removal of Transfer Restrictions. Any legend endorsed on a certificate evidencing Company securities and any stop transfer instructions or notations on the Company's records with respect to such securities pursuant to Section 3.8 of this Agreement (but not any legend setting forth restrictions on transfer or other obligations pursuant to the Amended Stockholders Agreement or the Restated Certificate) shall be removed or lifted and the Company shall issue a certificate without such legend to the holder of such securities if (a) the transfer of such securities has been registered under the Securities Act or (b) upon the reasonable request of the Company, such holder provides the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) stating that a public sale or transfer of such securities may be made without registration under the Securities Act and that such legend is not required under any applicable state securities laws.

Removal of Transfer Restrictions. Any legend endorsed on a certificate evidencing Equity Securities of the Company securities and any stop transfer instructions or notations on the Company's records with respect to such securities pursuant to Section 3.8 Equity Securities of this Agreement (but not any legend setting forth restrictions on transfer the Company issued hereunder directly or other obligations pursuant to the Amended Stockholders Agreement or the Restated Certificate) indirectly shall be removed or lifted and the Company shall issue a certificate without such legend to the holder Holder of such securities Equity Securities (i) if (a) the transfer of such securities Equity Securities has been registered under the Securities Act, (ii) if such Equity Securities may be sold under Rule 144(k) of the Commission under the Securities Act or (biii) upon the reasonable request of the Company, if such holder Holder provides the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) stating that a public sale or transfer of such securities Equity Securities may be made without registration under the Securities Act and that such legend is not required under any applicable state securities lawsAct.