Common use of Certificate Legends Clause in Contracts

Certificate Legends. The shares of Acquiror Common Stock to be issued pursuant to this Section 2.6 shall not have been registered and shall be characterized as "restricted securities" under federal securities laws, and under such laws such shares may be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act"). Each certificate evidencing shares of Acquiror Common Stock to be issued pursuant to this Section 2.6 shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, OTHER THAN PURSUANT TO REGISTRATION UNDER SAID ACT OR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITION." and any legends required by state securities laws.

Certificate Legends. The shares of Acquiror Parent Common Stock to be being issued pursuant to this Section 2.6 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and under such laws such shares may not be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (or pursuant to an applicable exemption from registration under the "Securities Act"). Each certificate evidencing shares of Acquiror Parent Common Stock to be issued pursuant to this Section 2.6 or otherwise pursuant to this Agreement shall bear the following legendlegends: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, TRANSFERRED IN WHOLE OR IN PART, OTHER THAN PURSUANT TO THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER SAID THE SECURITIES ACT OR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN AN OPINION OF LEGAL COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, WHICH COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Certificates evidencing shares of Parent Common Stock subject to the restrictions of Section 6.2 shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, SOLD OR (II) A `NO-ACTION' OTHERWISE TRANSFERRED ON OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITION." and BEFORE [DATE]. All certificates shall also bear any legends required by state securities laws.

Certificate Legends. The shares of Acquiror Parent Common Stock to be issued pursuant to this Section 2.6 shall not have been registered and shall be characterized as "restricted securities" under federal securities laws, and under such laws such shares may be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act"). Each certificate evidencing shares of Acquiror Common Stock to be issued pursuant to this Section 2.6 1 shall bear the following legendlegends and any other legends required by state securities laws: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OFOF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. ADDITIONALLY, IN WHOLE OR IN PART, OTHER THAN PURSUANT TO REGISTRATION UNDER SAID ACT OR IN CONFORMITY WITH THE LIMITATIONS TRANSFER OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN OPINION OF COUNSEL SATISFACTORY THESE SECURITIES IS SUBJECT TO THE COMPANYCONDITIONS SPECIFIED IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 14, WHICH MAY BE COUNSEL TO THE COMPANY2000 AMONG GETTHERE INC., TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACTXXXXXXXX.XXX ACQUISITION CORP., OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITIONPLANSITE CORPORATION, and the other signatories thereto and no transfer of these securities shall be valid or effective until such conditions have been fulfilled. Copies of such agreement may be obtained at no cost by written request made by the holder of record of this certificate to the secretary of GETTHERE INC." Surrender of Certificates and any legends required by state securities lawsPayment.

Certificate Legends. The shares of Acquiror Common Stock Merger Shares to be issued pursuant to this Section 2.6 Article 2 shall not have been registered and shall be characterized as "“restricted securities" ” under the federal securities laws, and under such laws such shares any applicable state securities laws. As a result, the Merger Shares may be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act")and any applicable state securities laws only in certain limited circumstances. Each certificate evidencing shares of Acquiror Common Stock Merger Shares to be issued pursuant to this Section 2.6 Article 2 shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR OTHERWISE DISPOSED OFPURSUANT TO AN AVAILABLE EXEMPTION FROM, IN WHOLE OR IN PARTA TRANSACTION NOT SUBJECT TO, OTHER THAN PURSUANT TO THE REGISTRATION UNDER SAID REQUIREMENTS OF THE SECURITIES ACT OR AND IN CONFORMITY ACCORDANCE WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION APPLICABLE STATE SECURITIES LAWS AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED EVIDENCED BY THE COMPANY, A WRITTEN LEGAL OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITION." and any legends required by state securities laws.

Certificate Legends. The shares of Acquiror Parent Common Stock and the Convertible Promissory Notes to be issued pursuant to this Section 2.6 1 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 only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), only in certain limited circumstances. Each certificate evidencing shares of Acquiror Parent Common Stock and each Convertible Promissory Note to be issued pursuant to this Section 2.6 1 shall bear the following legend: "THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OFHYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN WHOLE OR IN PART, OTHER THAN PURSUANT TO REGISTRATION UNDER SAID ACT OR IN CONFORMITY ACCORDANCE WITH THE LIMITATIONS OF RULE 144 UNDER THE ACT, OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANYCOMPANY STATING THAT SUCH SALE, WHICH MAY BE COUNSEL TO THE COMPANYTRANSFER, TO THE EFFECT THAT THE CONTEMPLATED SALE ASSIGNMENT OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER HYPOTHECATION IS EXEMPT FROM THE STAFF REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITIONACT." and any legends required by state securities laws.

Certificate Legends. The shares Stock Payment portion of Acquiror Common Stock the Purchase Price to be issued by Parent to the Sellers pursuant to this Section 2.6 Agreement shall not have been registered and shall be characterized as "“restricted securities" ” under the federal securities lawslaws of the United States of America, including the Securities Act,, and under such laws such shares may be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act")only in certain limited circumstances. Each certificate evidencing shares of Acquiror Parent Common Stock to be issued pursuant to this Section 2.6 as all or any portion of the Stock Payment portion of the Purchase Price shall bear the following legendlegend and any additional legends required under any and all applicable laws: "THESE SECURITIES “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, WITHOUT ANY VIEW TOWARDS RESALE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, TRANSFERRED IN WHOLE OR IN PART, OTHER THAN PURSUANT TO THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER SAID THE SECURITIES ACT OR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN AN OPINION OF LEGAL COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANYRED MILE ENTERTAINMENT, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT INC. THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITIONREGISTRATION IS NOT REQUIRED." and any legends required by state securities laws.”

Certificate Legends. The shares of Acquiror Common Stock to be issued pursuant to this Section 2.6 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 only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act")only in certain limited circumstances. Each certificate evidencing shares of Acquiror Common Stock to be issued pursuant to this Section 2.6 shall bear the following legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, TRANSFERRED IN WHOLE OR IN PART, OTHER THAN PURSUANT TO THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER SAID THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO TARGET THAT SUCH REGISTRATION IS NOT REQUIRED." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE OPTION IN CONFORMITY WITH FAVOR OF THE LIMITATIONS OF RULE 144 CORPORATION OR ITS ASSIGNEE, AND OTHER SIMILAR RULE RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR EXEMPTION AS THEN HIS OR HER PREDECESSOR IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANYINTEREST, A WRITTEN OPINION COPY OF COUNSEL SATISFACTORY TO WHICH IS ON FILE AT THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION PRINCIPAL OFFICE OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITIONTHIS CORPORATION." and any legends required by state securities laws.

Certificate Legends. The shares of Acquiror Common Stock Merger Shares to be issued pursuant to this Section 2.6 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 any applicable state securities laws. As a result, the Merger Shares may be resold only in certain limited circumstances without registration under the Securities Act of 1933, as amended (the "Securities Act")and any applicable state securities laws only in certain limited circumstances. Each certificate evidencing shares of Acquiror Common Stock Merger Shares to be issued pursuant to this Section 2.6 Article II shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR OTHERWISE DISPOSED OFPURSUANT TO AN AVAILABLE EXEMPTION FROM, IN WHOLE OR IN PARTA TRANSACTION NOT SUBJECT TO, OTHER THAN PURSUANT TO THE REGISTRATION UNDER SAID REQUIREMENTS OF THE SECURITIES ACT OR AND IN CONFORMITY ACCORDANCE WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION APPLICABLE STATE SECURITIES LAWS AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED EVIDENCED BY THE COMPANY, A WRITTEN LEGAL OPINION OF COUNSEL SATISFACTORY TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITION." and any legends required by state securities laws.

Certificate Legends. The shares of Acquiror Buyer Common Stock to be issued pursuant to this Section 2.6 Article 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 only in certain limited circumstances without registration under the Securities Act of 1933Act, as amended (the "Securities Act")only in certain limited circumstances. Each certificate evidencing shares of Acquiror Buyer Common Stock to be issued pursuant to this Section 2.6 Article I shall bear the following legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF, TRANSFERRED IN WHOLE OR IN PART, OTHER THAN PURSUANT TO THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER SAID THE SECURITIES ACT OR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR OTHER SIMILAR RULE OR EXEMPTION AS THEN IN EFFECT, WITHOUT FIRST OBTAINING (I), IF REQUIRED BY THE COMPANY, A WRITTEN AN OPINION OF LEGAL COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY, WHICH MAY BE COUNSEL TO THE COMPANY, TO THE EFFECT THAT THE CONTEMPLATED SALE OR OTHER DISPOSITION WILL NOT BE IN VIOLATION OF SAID ACT, OR (II) A `NO-ACTION' OR INTERPRETIVE LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT COMPANY THAT SUCH STAFF WILL TAKE NO ACTION IN RESPECT OF THE CONTEMPLATED SALE OR OTHER DISPOSITION." REGISTRATION IS NOT REQUIRED. Upon delivery to the Buyer of a legal opinion by counsel to the holder of such certificate, reasonably satisfactory in form and any legends required substance to the Buyer, stating that the shares of Buyer Common Stock represented by state such certificate may be offered, sold and delivered in the United States without restrictions under the United States securities laws, such certificate shall be reissued without the foregoing legend.