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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inferx Corp), Agreement and Plan of Merger (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: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger And (FOTV Media Networks Inc.)
Certificate Legends. The Merger Shares shares of Parent Common Stock to be issued pursuant to this Article II Section 2.7 shall not have been registered and shall be characterized as “restricted securities” under the federal securities lawsLaws, and under such laws Laws such shares may be resold without registration under the Securities Act only in certain limited circumstances. Each certificate evidencing Merger Shares shares of Parent Common Stock to be issued pursuant to this Article II Section 2.7 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 OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO INFERX CORPORATION THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” and any legends required by applicable state securities Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forgent 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 THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Champions Biotechnology, 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.
Appears in 1 contract
