Certificates and Legends. The Company hereby irrevocably elects that all membership interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Each certificate evidencing membership interests in the Company shall bear the following legend: “The membership interests represented by this certificate are securities within the meaning of, and shall be governed by, Article 8 of the Uniform Commercial Code as adopted and in effect in the State of Delaware.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.
Certificates and Legends. Your Restricted Shares shall be evidenced by issuance of one or more certificates in your name and shall remain in the physical custody of the Company until such Restricted Shares have become vested and non-forfeitable and the restrictions hereunder shall have lapsed. Such certificate of certificates will bear a legend substantially in the form of the following, until such time as the Shares represented thereby have become vested and non-forfeitable and that restrictions hereunder shall have lapsed: “THE SALE OR OTHER TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO RESTRICTIONS SET FORTH IN THE INDEPENDENCE HOLDING COMPANY 2006 STOCK INCENTIVE PLAN, AND IN ANY RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO SUCH PLAN AND IN A RELATED AWARD AGREEMENT. A COPY OF THE PLAN, SUCH RULES AND PROCEDURES AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF INDEPENDENCE HOLDING COMPANY” In addition, such certificate or certificates will at all times (at the Company’s discretion) bear a legend substantially in the form of the following: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS Independence Holding Company 2006 Stock Incentive Plan Restricted Share Award Agreement AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW. ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” In addition, your Restricted Shares shall be subject to such stop-transfer orders and other restrictive measures as the Company shall deem advisable under federal or state securities laws, and the rules and regulations thereunder, and the rules of the New York Stock Exchange, or to implement the terms, conditions and restrictions hereunder, and the Company may cause a legend or legends to be placed on any certificates representing such Restricted Shares to make appropriate reference to the terms, conditions and restrictions hereunder.
Certificates and Legends. The Subscriber has been advised by the Company that, without prior written approval of counsel for the Company, all of the Common Stock included in the Units shall be represented by one certificate only and all of the Warrants included in the Units shall be represented by one certificate only and that all of the shares of common Stock issuable upon exercise of the Warrants shall be represented by one certificate only and that such certificates, to be issued and delivered to me or my principal, shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof: The stock transfer records of the Company reflect that no certificate representing any of the Restricted Securities shall be transferred unless the Company shall first have obtained, at the expense of the holder of Restricted Securities an opinion of legal counsel to the effect that they may be sold in accordance with applicable laws, rules and regulations, The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Act. Any request for more than one stock certificate or warrant certificate must be accompanied by a letter signed by the requesting holder setting forth all relevant facts relating to the request. The Company will attempt to accommodate any request where it believes the request is made for valid business or personal reasons so long as in its sole discretion, the granting of the request will not facilitate a "public" distribution of unregistered securities of the Company.
Certificates and Legends. (a) The Company will retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as such Shares are vested or restrictions applicable to such Shares have otherwise been satisfied or lapse. Xxxxxxx will deliver to the Company such stock powers executed in blank as may be requested by the Company in order to transfer back to the Company any Shares of Restricted stock that may be forfeited pursuant to Article III, paragraph (b).
(b) Each certificate representing Shares of Restricted Stock shall bear the following legend: The sale or transfer of shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, and an associated Restricted Stock Agreement. A copy of the Plan and such Agreement may be obtained from Texas Industries, Inc.
(c) Upon vesting of Shares of Restricted Stock, the Company shall deliver to Grantee, as soon thereafter as practicable, a certificate in the Grantee’s name for such Shares without the legend set forth in paragraph (b) of this Article IV, and such Shares shall become freely transferable by Grantee.
Certificates and Legends. The Company agrees that certificates evidencing the Registrable Securities, as applicable, will not contain any legend (i) while a Registration Statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Registrable Securities pursuant to and in compliance with Rule 144, or (iii) if such Registrable Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Registrable Securities and without volume or manner-of-sale restrictions. The Company will request its counsel to issue a legal opinion to the Share Registrar promptly after the effective date of any Registration Statement if required by the Share Registrar to effect the removal of the legend hereunder. The Company agrees that following the effective date of any Registration Statement or at such time as such legend is no longer required under this Paragraph 10 of Exhibit A, it will, as promptly as reasonably practicable following the delivery by HSH to the Company or the Share Registrar of a certificate representing Registrable Securities issued with a restrictive legend (unless a delay is a result of a Force Majeure; provided that the Company continues to use commercially reasonable efforts to ultimately perform its obligations hereunder), deliver or cause to be delivered to HSH a certificate representing such shares that is free from all restrictive and other legends.
Certificates and Legends. (a) All certificates for Shares issued by Gilat to the Holder pursuant to this Warrant shall be subject to such restrictions as Gilat may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed or interdealer quotation system upon which the Shares are then quoted, and any applicable federal or state securities laws. Gilat may place a legend or legends on any such certificates to make appropriate reference to such restrictions, as set forth here below.
Certificates and Legends. 36 Section 12.1 Article 8 Opt-In....................................36 Section 12.2 Certificates........................................37 Section 12.3 Legend..............................................38
Certificates and Legends. Section 12.1 Article 8 Opt-In. Each limited liability company interest in the Company (including the Units) shall constitute a "security" within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
Certificates and Legends. Certificates evidencing the Registrable Shares shall not contain any legend: (i) while a Registration Statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Registrable Shares pursuant to Rule 144, or (iii) if such Registrable Shares are eligible for legend removal under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC); provided, however, in connection with the issuance of the Shares and Conversion Shares, Investor hereby agrees to adhere to and abide by all prospectus delivery requirements under the Securities Act and rules and regulations of the SEC. The Company shall instruct its transfer agent (or, if required by transfer agent, cause an attorney to issue a legal opinion to such transfer agent) promptly after the effectiveness of the Registration Statement (in the case of item (i) herein) or upon request of the Investor (in the case of items (ii), (iii) or (iv) herein) to effect the removal of the legend hereunder. If all or any portion of a Warrant is converted or exercised at a time when there is an effective Registration Statement to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144(k) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations thereof) then such Conversion Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no longer required under this Section 11(h), it will, no later than five business days following the delivery by Investor to the Company’s transfer agent of a certificate representing Registrable Shares accompanied by appropriate stock power or other required documentation, as applicable, issued with a restrictive legend (such fifth Business Day, the "Legend Removal Date”), deliver or cause to be delivered to such Investor a certificate representing such shares that is free from all restrictive and other legends, in each case without charge to the Investor other than customary transfer fees which may be charged by the transfer agent or broker-dealer. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer...
Certificates and Legends. The LLC hereby irrevocably elects that all membership interests shall be securities governed by Article 8 of the Uniform Commercial Code. Each certificate evidencing membership interests shall bear the following legend: “The membership interests represented by this certificate are securities within the meaning of, and shall be governed by, Article 8 of the Uniform Commercial Code as adopted and in effect in the State of Ohio.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.
