Common use of Certificates; Legends Clause in Contracts

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as Exhibit B to the Warrant Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."

Certificates; Legends. (a) The certificates evidencing As a result of the Insider Warrants Merger and without any action on the part of the stockholders of ThoughtWare, all ThoughtWare Stock issued and outstanding shall cease to be outstanding, shall be substantially canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any shares of ThoughtWare Stock (a "CERTIFICATE") shall thereafter cease to have any rights with respect to such shares of ThoughtWare stock, except the right (in the form attached as Exhibit case of holders of Series B Preferred only) to receive, shares of EDT Stock in accordance with SECTION 1.7(A) upon the Warrant surrender of such Certificate in accordance with the procedures set forth in SECTION 1.8 of this Agreement. Until By executing this Agreement, the Stockholder acknowledges that the shares of EDT Stock to be issued pursuant to this SECTION 1.7 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and, under such time as a registration statement covering the transfer laws, such shares of Securities has been declared effective or the Securities EDT Stock may be sold pursuant to Rule 144 resold without registration under the Securities Act without any restriction of 1933, as amended (the "SECURITIES ACT"), only in certain limited circumstances. Furthermore, the Stockholder agrees to be bound by the number of Securities as provisions of a particular date that can then lock up agreement with EDT providing for the contractual obligation not to sell or transfer the EDT Stock received during the one (1) year period beginning with the Effective Time (the "LockUp Agreement") Each certificate evidencing shares of EDT Stock to be immediately sold, the Securities will include a legend substantially in issued pursuant to this SECTION 1.7 shall bear the following formlegend: "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. FURTHERMORE, AS AMENDED (THE "SECURITIES ACT") OR SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONCOMPANY. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER REQUIRED AND ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLOCK-UP AGREEMENT."

Certificates; Legends. (axv) The certificates evidencing the Insider Warrants Ownership of Membership Units shall be substantially in evidenced by certificates. The Company shall issue one or more Membership Unit certificates to each Member, which Membership Unit certificates need not bear a seal of the form attached as Exhibit B Company but shall be signed by a Manager or other Person authorized by the Board of Managers to sign such Membership Unit certificates certifying the Warrant Agreementnumber, class and series of Membership Units represented by such certificate. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant The Company shall affix to Rule 144 under the Securities Act without any restriction as each certificate evidencing Membership Units issued to the number of Securities as of a particular date that can then be immediately sold, the Securities will include Members a legend in substantially in the following form: "“THE SECURITIES MEMBERSHIP UNITS REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES 1933 AND MAY NOT BE OFFEREDSOLD, SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM IN ACCORDANCE WITH THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTEXEMPTION THEREFROM AND, IN EACH CASE CASE, IN ACCORDANCE COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS LAWS. THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN OPERATING AGREEMENT DATED AS OF DECEMBER 10, 2012, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE STATES AND OTHER JURISDICTIONS, AND, IN COMPANY. NO REGISTRATION OF TRANSFER OF THESE MEMBERSHIP UNITS WILL BE MADE ON THE CASE BOOKS OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT UNLESS AND UNTIL SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSRESTRICTIONS SHALL HAVE BEEN COMPLIED WITH."”

Certificates; Legends. Within ten (a10) The certificates evidencing calendar days of the Insider Warrants Closing, the Company shall be substantially deliver to the Purchaser a stock certificate representing the shares of Common Stock included in the form attached as Exhibit B Subscribed Units purchased on the Closing Date and the Warrants included in the Subscribed Units purchased on the Closing Date, in each case bearing the following legend referring to the Warrant Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or fact that the Securities may be were sold pursuant to Rule 144 in reliance upon an exemption from registration under the Securities Act without any restriction of 1933, as to amended (the number of “Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "Act”): THE SECURITIES REPRESENTED OFFERED HEREBY 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, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (2III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSOF 1933, AS AMENDED."

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as Exhibit B A to the Warrant Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."”

Certificates; Legends. Within ten (a10) The certificates evidencing calendar days of the Insider Warrants Closing, the Company shall be substantially deliver to the Purchaser a stock certificate representing the shares of Common Stock included in the form attached as Exhibit B Subscribed Units purchased on the Closing Date and the Warrants included in the Subscribed Units purchased on the Closing Date, in each case bearing the following legend referring to the Warrant Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or fact that the Securities may be were sold pursuant to Rule 144 in reliance upon an exemption from registration under the Securities Act without any restriction of 1933, as to amended (the number of “Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "Act”): THE SECURITIES REPRESENTED HEREBY 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, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (2III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSOF 1933, AS AMENDED."

Certificates; Legends. (a) The certificates evidencing the Insider Warrants shall be substantially in the form attached as Exhibit B to the Warrant Agreement. Until such time as a registration statement covering the transfer of Securities has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in the following form: "“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS."”

Certificates; Legends. (a) The certificates evidencing As a result of the Insider Warrants Merger and without any action on the part of the Stockholders, all Learning-Edge Stock issued and outstanding shall cease to be outstanding, shall be substantially canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any shares of Learning-Edge Stock (a "CERTIFICATE") shall thereafter cease to have any rights with respect to such shares of Learning-Edge Stock, except the right to receive, the Merger Consideration in accordance with this SECTION 1.7 upon the form attached as Exhibit B to surrender of such Certificate in accordance with the Warrant procedures set forth in SECTION 1.8 of this Agreement. Until The shares of EDT Stock to be issued pursuant to this SECTION 1.7 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and, under such time as a registration statement covering the transfer laws, such shares of Securities has been declared effective or the Securities EDT Stock may be sold pursuant to Rule 144 resold without registration under the Securities Act without any restriction or 1933, as amended (the "SECURITIES ACT"), only in certain limited circumstances. Each certificate evidencing shares of EDT Stock to the number of Securities as of a particular date that can then be immediately sold, the Securities will include a legend substantially in issued pursuant to this SECTION 1.7 shall bear the following formlegend: "THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT THE COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSREQUIRED."