Common use of 1933 Act Legends Clause in Contracts

1933 Act Legends. Each certificate representing Shares will have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 6 contracts

Samples: Stockholders’ Agreement (Signify Health, Inc.), Stockholders’ Agreement (SolarWinds Corp), Management Stockholders Agreement (IMS Health Holdings, Inc.)

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1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 4 contracts

Samples: Management Stockholders Agreement (LCE AcquisitionSub, Inc.), Stockholders Agreement (AGY Holding Corp.), Stockholders Agreement (LCE AcquisitionSub, Inc.)

1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 4 contracts

Samples: Stockholders Agreement (Warner Music Group Corp.), Stockholders Agreement (SolarWinds, Inc.), Stockholders Agreement (WMG Acquisition Corp)

1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNEDOFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT COVERING THE TRANSFER OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, COUNSEL SATISFACTORY TO THE ISSUER, COMPANY THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIREDREQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Isc8 Inc. /De), Stockholders Agreement (Irvine Sensors Corp/De/)

1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 2 contracts

Samples: Stockholders Agreement (Bright Horizons Family Solutions Inc.), Stockholders Agreement (Dunkin' Brands Group, Inc.)

1933 Act Legends. Each certificate book entry representing Shares will have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 2 contracts

Samples: Stock Transfer Restriction Agreement (LifeStance Health Group, Inc.), Stock Transfer Restriction Agreement (LifeStance Health Group, Inc.)

1933 Act Legends. Each certificate representing Shares will Capital Stock shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 1 contract

Samples: Stockholders Agreement (Truck Hero, Inc.)

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1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED."

Appears in 1 contract

Samples: Stockholders Agreement (Riot Blockchain, Inc.)

1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 1 contract

Samples: Stockholders Agreement (Triple Crown Media, Inc.)

1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR OR, EXCEPT AS PROVIDED IN THE STOCKHOLDERS AGREEMENT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Appears in 1 contract

Samples: Stockholders Agreement (inVentiv Group Holdings, Inc.)

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