Common use of Certificate Legends Clause in Contracts

Certificate Legends. Each certificate evidencing the Merger Shares to be issued pursuant to this Agreement will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO A STOCK TRANSFER RESTRICTION AGREEMENT BETWEEN KINO AND THE REGISTERED HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF THE SHARES. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Modavox Inc), Agreement and Plan of Reorganization (Modavox Inc)

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Certificate Legends. Each certificate evidencing for the Merger Shares to Common Stock owned by the Shareholders shall be issued pursuant to this Agreement will bear stamped or otherwise imprinted with legends in substantially the following legendforms: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THEREFROM UNDER SAID ACT THAT IS THEN APPLICABLE TO OR LAWS." "THE SHARESSALE, AS TO WHICH A PRIOR OPINION TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK TRANSFER RESTRICTION SHAREHOLDERS’ AGREEMENT BETWEEN KINO CONCERNING WASTECH OF WEST VIRGINIA, INC. AND THE REGISTERED HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER CERTAIN HOLDERS OF THE SHARESOUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. A COPY COPIES OF THAT SUCH AGREEMENT IS ON FILE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE PRINCIPAL OFFICE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF SUCH CORPORATION."

Appears in 2 contracts

Samples: Shareholders’ Agreement, Shareholders’ Agreement (Wastech, Inc.)

Certificate Legends. Each certificate evidencing for the Merger Shares Common Stock owned by Xxxxxx (excluding any shares of Common Stock issued to Xxxxxx under his Employment Agreement with the Company) and 15,000,000 shares of the Common Stock owned by GECL shall be issued pursuant to this Agreement will bear stamped or otherwise imprinted with legends in substantially the following legendforms: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THEREFROM UNDER SAID ACT THAT IS THEN APPLICABLE TO OR LAWS." "THE SHARESSALE, AS TO WHICH A PRIOR OPINION TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK TRANSFER RESTRICTION STOCKHOLDERS' AGREEMENT BETWEEN KINO AMONG CORPORATE VISION, INC. AND THE REGISTERED HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER CERTAIN HOLDERS OF THE SHARESOUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. A COPY COPIES OF THAT SUCH AGREEMENT IS ON FILE MAY BE OBTAINED {A0035909.DOC} AT NO COST BY WRITTEN REQUEST MADE BY THE PRINCIPAL OFFICE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF SUCH CORPORATION."

Appears in 1 contract

Samples: Stock Purchase Agreement (Wastech, Inc.)

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Certificate Legends. Each certificate evidencing for the Merger Shares Common Stock owned by Xxxxxx (excluding any shares of Common Stock issued to Xxxxxx under his Employment Agreement with the Company) and 15,000,000 shares of the Common Stock owned by GECL shall be issued pursuant to this Agreement will bear stamped or otherwise imprinted with legends in substantially the following legendforms: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE SUCH REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THEREFROM UNDER SAID ACT THAT IS THEN APPLICABLE TO OR LAWS." "THE SHARESSALE, AS TO WHICH A PRIOR OPINION TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE FURTHER SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK TRANSFER RESTRICTION STOCKHOLDERS' AGREEMENT BETWEEN KINO AMONG CORPORATE VISION, INC. AND THE REGISTERED HOLDER, WHICH IMPOSES SIGNIFICANT RESTRICTIONS ON THE TRANSFER CERTAIN HOLDERS OF THE SHARESOUTSTANDING CAPITAL STOCK OF SUCH CORPORATION. A COPY COPIES OF THAT SUCH AGREEMENT IS ON FILE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE PRINCIPAL OFFICE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANYSECRETARY OF SUCH CORPORATION."

Appears in 1 contract

Samples: Stockholders' Agreement (Corporate Vision Inc)

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