Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. The Company shall cause each certificate representing the Shares to be issued in the Grantee’s name and such Shares shall be fully paid and nonassessable and free from preemptive rights. Each such certificate shall bear a legend to the effect that the transferability of each such Shares is restricted in accordance with the provisions of the 1933 Act, the Stockholders Agreement and this Agreement. (a) The Grantee (a) has been advised by the Company that the Shares have not been, and will not be, registered under the 1933 Act, (b) represents and warrants that he is acquiring the Shares for his own account for investment and not with a view to, or for resale in connection with, a distribution thereof, (c) understands that he must bear the economic risk of his investment in the Shares for an indefinite period of time and (d) agrees that the Shares will not be resold or otherwise disposed of unless registered under the 1933 Act or unless an exemption form registration is available, and that the certificate evidencing the Shares will bear a legend to that effect. (b) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him in accordance with, all of the applicable terms and provisions of this Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares. (c) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him in accordance with, all of the applicable terms and provisions of the Stockholders Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares.

Appears in 3 contracts

Samples: Stock Award Agreement (Carrols Corp), Stock Award Agreement (Carrols Corp), Stock Award Agreement (Carrols Corp)

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Certificates; Legends. The Company shall cause each certificate representing the Shares to be issued in the Grantee’s name and such Shares shall be fully paid and nonassessable and free from preemptive rights. Each such certificate shall bear a legend to the effect that the transferability of each such Shares is restricted in accordance with the provisions of the 1933 Act, the Stockholders Agreement and this Agreement. (a) The Grantee (a) has been advised by the Company that the Shares have not been, and will not be, registered under the 1933 Act, (b) represents and warrants that he or she is acquiring the Shares for his or her own account for investment and not with a view to, or for resale in connection with, a distribution thereof, (c) understands that he or she must bear the economic risk of his or her investment in the Shares for an indefinite period of time and (d) agrees that the Shares will not be resold or otherwise disposed of unless registered under the 1933 Act or unless an exemption form registration is available, and that the certificate evidencing the Shares will bear a legend to that effect. (b) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him or her in accordance with, all of the applicable terms and provisions of this Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares. (c) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him or her in accordance with, all of the applicable terms and provisions of the Stockholders Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares.

Appears in 3 contracts

Samples: Stock Award Agreement (Carrols Corp), Stock Award Agreement (Carrols Corp), Stock Award Agreement (Carrols Corp)

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Certificates; Legends. The Company shall cause each certificate representing the Shares to be issued in the GranteeTrust’s name and such Shares shall be fully paid and nonassessable and free from preemptive rights. Each such certificate shall bear a legend to the effect that the transferability of each such Shares is restricted in accordance with the provisions of the 1933 Act, the Stockholders Agreement and this Agreement. (a) The Grantee Trust (a) has been advised by the Company that the Shares have not been, and will not be, registered under the 1933 Act, (b) represents and warrants that he it is acquiring the Shares for his its own account for investment and not with a view to, or for resale in connection with, a distribution thereof, (c) understands that he it must bear the economic risk of his its investment in the Shares for an indefinite period of time and (d) agrees that the Shares will not be resold or otherwise disposed of unless registered under the 1933 Act or unless an exemption form registration is available, and that the certificate evidencing the Shares will bear a legend to that effect. (b) The Grantee Trust (i) agrees that the Shares shall be subject to, and shall be held by him the Trust in accordance with, all of the applicable terms and provisions of this Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares. (c) The Grantee Trust (i) agrees that the Shares shall be subject to, and shall be held by him the Trust in accordance with, all of the applicable terms and provisions of the Stockholders Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares.

Appears in 1 contract

Samples: Exchange Agreement (Carrols Corp)

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