Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
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Samples: Merger Agreement (Inferx Corp), Merger Agreement (Inferx Corp)
Certificate Legends. The Merger Shares shares of Parent Common Stock to be issued pursuant to this Article II Agreement shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act Exchange Act, only in certain limited circumstances. Each certificate evidencing Merger Shares shares of Parent Common Stock to be issued pursuant to this Article II Agreement shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” and any legends required by state securities Laws.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (FOTV Media Networks Inc.)
Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION LXXXXX LASER INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
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Samples: Merger Agreement (Lantis Laser Inc.), Merger Agreement (Lantis Laser Inc.)
Certificate Legends. The When issued as contemplated by this Agreement, the Merger Shares to be issued pursuant to this Article II and the Buyer Note(s) shall not have been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act Act, only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear a legend in substantially the following legendform: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION BUYER THAT SUCH REGISTRATION IS NOT REQUIRED. and any additional legends required by state securities laws. The Buyer Note(s) will bear a similar legend.
Appears in 2 contracts
Samples: Merger Agreement (Fonix Corp), Merger Agreement (Fonix Corp)
Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION NETWORTH TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
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Certificate Legends. The Merger Connectiv Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws laws, such shares may be resold without registration under the Securities Act of 1933, as amended (the "Act") only in certain limited circumstances. Each certificate evidencing Merger Connectiv Shares to be issued pursuant to this Article II shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
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Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
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Samples: Merger Agreement (Mobilepro Corp)
Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 1 contract
Samples: Merger Agreement (Winning Edge International, Inc.)
Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION STOCK MARKET SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
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Certificate Legends. The Merger Shares to be issued issuance of the Parent Common Stock pursuant to this Article II Section 2.06 shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares Parent Common Stock to be issued pursuant to this Article II Section 2.06 shall bear the following legend, in addition to any legends required by state securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AND AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION POWERHOUSE TECHNOLOGIES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
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Samples: Merger Agreement (Powerhouse Technologies Group Inc)
Certificate Legends. The Merger Shares to be issued pursuant to this Article II shall not have been registered and shall be characterized as “restricted securities” under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX FONON CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
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Samples: Merger Agreement (Fonon Corp)
Certificate Legends. The Merger Shares shares of Buyer Common Stock to be issued pursuant to this Article II I shall not have been registered and shall be characterized as “"restricted securities” " under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act Act, only in certain limited circumstances. Each certificate evidencing Merger Shares shares of Buyer Common Stock to be issued pursuant to this Article II I shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO INFERX CORPORATION VISUAL NETWORKS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
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