Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __, 2015, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF THE DS HEALTHCARE, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT. (b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party hereto shall inure to and be binding upon any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stock.
Appears in 4 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Ds Healthcare Group, Inc.), Stockholders Agreement (Ds Healthcare Group, Inc.)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH that the Company may deem advisable under the Securities Act and certain state securities lawslaws or required pursuant to the Company's Certificate of Incorporation or By-Laws, all certificates representing shares of issued and outstanding DSH shares of Common Stock that are subject to any of the provisions of this Agreement shall be endorsed as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENTAGREEMENT DATED AS OF AUGUST 26, DATED __________ __, 20151999, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCITS STOCKHOLDERS. A COPY OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INCCOMPANY. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto or assigns (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon conversion of shares of Common Stock of any other class) shall bear the legends set forth above, and the shares of DSH Common Stock stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH shares of Common Stock are Transferred by any party hereto, whether or not such Transfer is transferred pursuant permitted under the terms of this Agreement. Prior to Section 4.2(a) consummation of any Transfer, such Stockholder shall cause the Transferee to execute an agreement in form and substance reasonably satisfactory to the other Stockholders hereto, providing that such Transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Stockholder by the transferor of any Transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stock.
Appears in 3 contracts
Samples: Contribution and Stockholders Agreement (NRG Energy Inc), Contribution and Stockholders Agreement (NRG Energy Inc), Contribution and Stockholders Agreement (Calpine Corp)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all All certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed as followsShares shall, subject to Section 3.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __, 2015, AMONG DS HEALTHCARESTOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN THE MERIDIAN RESOURCE CORPORATION AND SHELL LOUISIANA ONSHORE PROPERTIES, INC. XXXXX XXXXXXXXDATED AS OF JUNE 30, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC1998. A COPY OF THE ABOVE REFERENCED SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE DS HEALTHCAREMERIDIAN RESOURCE CORPORATION."
(b) All certificates representing Shares shall, INC. subject to Section 3.1(c), bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE CONVEYED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTSTATEMENT UNDER THE ACT OR PURSUANT TO RULE 144 UNDER THE ACT, OR UNLESS THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN EXEMPTION FROM OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR TMR ENERGY CORPORATION, THAT REGISTRATION UNDER THE REGISTRATION REQUIREMENTS UNDER SAID ACTACT IS NOT REQUIRED."
(bc) Except After such time as otherwise expressly provided in this Agreement, all certificates representing shares either of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, in Sections 3.1(a) and (b) is no longer required hereunder (including without limitation as a result of the shares termination of DSH Common Stock this Agreement in accordance with its terms) or if the securities represented by such certificates a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if the Company shall have been furnished with an opinion of counsel, which opinion shall be subject reasonably satisfactory to counsel for TMR, that registration under the applicable provisions Securities Act is not required, as the case may be, then, in any such event, upon the request of this Agreement. The rights and obligations of each Party hereto SLOPI, TMR shall inure cause such certificate or certificates to and be binding upon exchanged for a certificate or certificates that do not bear any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stocklegend.
Appears in 3 contracts
Samples: Termination Agreement (Shell Oil Co), Stock Rights and Restrictions Agreement (Meridian Resource Corp), Stock Rights and Restrictions Agreement (Shell Louisana Onshore Properties Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain applicable state securities laws, all certificates certificates, if any, representing shares of issued and outstanding DSH Common Stock Shares shall be endorsed at all times prior to any Public Offering of such shares as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT, DATED __________ __March 26, 20152007, AMONG DS HEALTHCARE, INCTHE COMPANY AND ITS SHAREHOLDERS. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INCREFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE BYLAWS OF THE COMPANY. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE DS HEALTHCARE, INCCOMPANY AND MAY BE OBTAINED FROM THE ASSISTANT SECRETARIES OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT. At the request of the Shareholder, the Company shall remove the legend referring to the Securities Act from the certificates representing its Shares and upon the earliest of the following events: (i) when such Shares are Transferred in a Public Offering; (ii) when such Shares are Transferred after an Initial Public Offering pursuant to Rule 144 under the Securities Act; or (iii) when such Shares are Transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such capital shares without registration thereunder. The Company covenants that it shall keep a copy of this Agreement on file for the purpose of furnishing copies to the holders of record of Shares. At the request of the Shareholder, the Company shall remove the legend referring to the Shareholders Agreement and any applicable Subscription Agreement at such time as such Agreements no longer restrict the Transfer of the Shares.
(b) Except as otherwise expressly provided in this Agreement, all certificates certificates, if any, representing shares of DSH Common Stock Shares hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock Shares represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant Shares are Transferred by any party hereto, except for Transfers described in Section 3.2(a)(iii). Prior to Section 4.2(a) heretoconsummation of any Transfer, such party shall cause the transferee to execute a counterpart to this Agreement, at which time the Company shall revise the Shareholder Schedule as may be necessary or appropriate. Prompt Any Shareholder wishing to Transfer Shares shall give written notice shall be given to the Corporation of Company prior to any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockShares.
Appears in 3 contracts
Samples: Shareholder Agreements, Joint Written Consent (Hawker Beechcraft Notes Co), Joint Written Consent (Hawker Beechcraft Quality Support Co)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all Warrants and certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed at all times prior to any Public Distribution as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __SEPTEMBER 1, 20151994, AMONG DS HEALTHCARETHE COMPANY AND ITS STOCKHOLDERS, INCAS AMENDED; SUBSCRIPTION AGREEMENTS, DATED SEPTEMBER 1, 1994, AMONG THE COMPANY AND CERTAIN INVESTORS THEREIN, AS AMENDED AND THE TERMS AND CONDITIONS OF FRANCHISE AND OTHER AGREEMENTS WITH BURGER KING CORPORATION. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INCREFERENCE IS MADE TO SUCH AGREEMENTS AND THE RESTRICTIVE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE COMPANY. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT THE JORDAN COMPANY, INC0 XXXX 00XX XXXXXX, XXX XXXX, XXX XXXX 00000. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all Warrants and certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon conversion of shares of Non-Voting Common Stock) shall bear the legends set forth above, and the Warrants and shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock Securities or Warrants are transferred by any party hereto, whether or not such transfer is transferred permitted under the terms of this Agreement, except for transfers pursuant to Section 4.2(a) a Public Offering. Prior to consummation of any transfer, except for transfers pursuant to a Public Offering, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Stockholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockSecurities or Warrants.
Appears in 2 contracts
Samples: Stockholders Agreement (Ameriking Inc), Stockholders Agreement (Ameriking Inc)
Endorsement of Certificates. (a) Upon the execution of this --------------------------- Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock shall be endorsed at all times prior to a Qualifying Offering as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __JULY 27, 20151995, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCCERTAIN OF ITS STOCKHOLDERS. A COPY OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon the exercise of Warrants) shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant by any party hereto, whether or not such transfer is permitted under the terms of this Agreement, except for transfers described in Section 4.2(c). Prior to consummation of any transfer, except for transfers described in Section 4.2(a4.2(c) or Section 4.4, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Stockholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stock.
Appears in 2 contracts
Samples: Stockholders Agreement (Demattos Carlos D), Stockholders Agreement (Phillips Edward)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH that the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH shares of Common Stock that are subject to any of the provisions of this Agreement shall be endorsed at all times as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, STOCKHOLDERS' AGREEMENT DATED __________ AS OF JUNE __, 20151998, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCITS STOCKHOLDERS. A COPY OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto or assigns shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party a party hereto shall inure to and be binding upon any Person transferee to whom DSH shares of Common Stock are transferred by such party, whether or not such transfer is transferred pursuant permitted under the terms of this Agreement. Prior to Section 4.2(a) consummation of any such transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall be bound by and shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Shareholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH shares of Common Stock.
Appears in 2 contracts
Samples: Stockholders' Agreement (MRS Fields Brand Inc), Stockholders' Agreement (MRS Fields Holding Co Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH DSKX may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares all of issued and outstanding DSH Common Stock the Merger Securities shall be endorsed as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __, 20152016, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R HEALTHCARE GROUP, INC. AND WR GROUP IC-DISCPHOTOMEDEX, INC., RADIANCY, INC. and PHOTOMEDEX TECHNOLOGIES, INC. A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF THE DS HEALTHCAREHEALTHCARE GROUP, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock DSKX Merger Securities hereafter issued to or acquired by any of the Stockholders Stockholder or their successors hereto shall bear the legends set forth above, and the shares of DSH DSKX Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party hereto shall inure to and be binding upon any Person to whom DSH Common DSKX Merger Securities Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation Company of any Transfer (whether or not to a Permitted Transfer) of any DSH Common StockDSKX Merger Securities.
Appears in 2 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Ds Healthcare Group, Inc.)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all All certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed as followsShares shall, subject to Section 3.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENTSTOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN THE MERIDIAN RESOURCE CORPORATION AND SHELL LOUISIANA ONSHORE PROPERTIES, INC. DATED __AS OF ________ __, 2015, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC1998. A COPY OF THE ABOVE REFERENCED SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE DS HEALTHCAREMERIDIAN RESOURCE CORPORATION."
(b) All certificates representing Shares shall, INC. subject to Section 3.1(c), bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE CONVEYED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTSTATEMENT UNDER THE ACT OR PURSUANT TO RULE 144 UNDER THE ACT, OR UNLESS THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN EXEMPTION FROM OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR TMR ENERGY CORPORATION, THAT REGISTRATION UNDER THE REGISTRATION REQUIREMENTS UNDER SAID ACTACT IS NOT REQUIRED."
(bc) Except After such time as otherwise expressly provided in this Agreement, all certificates representing shares either of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, in Sections 3.1(a) and (b) is no longer required hereunder (including without limitation as a result of the shares termination of DSH Common Stock this Agreement in accordance with its terms) or if the securities represented by such certificates a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if the Company shall have been furnished with an opinion of counsel, which opinion shall be subject reasonably satisfactory to counsel for TMR, that registration under the applicable provisions Securities Act is not required, as the case may be, then, in any such event, upon the request of this Agreement. The rights and obligations of each Party hereto SLOPI, TMR shall inure cause such certificate or certificates to and be binding upon exchanged for a certificate or certificates that do not bear any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stocklegend.
Appears in 1 contract
Endorsement of Certificates. (ai) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock held by the Voting Shareholders shall be endorsed at all times prior to termination this Agreement as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS VOTING RIGHTS AGREEMENT, DATED __________ __AS OF NOVEMBER 8, 20151995, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCCERTAIN OF ITS STOCKHOLDERS. A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT 000 XXXXXXXX XXXXXXXX XXXXXXX, INCXXXXX 000, XXXXXXXXX XXXXXXXX, XX 000000 AND WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON REQUEST. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(bii) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock stock hereafter issued to or acquired by any of the Stockholders Voting Shareholders or their successors hereto (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon conversion of shares of Preferred Stock) shall bear the legends set forth above, and the shares of DSH Common Stock such stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock such stock is transferred pursuant by any party hereto. Prior to Section 4.2(a) consummation of any transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Voting Shareholder by the transferor of any Transfer (whether or not to a Permitted Transfer) transfer of any DSH Common Stockstock.
(iii) Any attempt to transfer or encumber any shares of stock not in accordance with this Agreement shall be null and void and neither the Company nor any transfer agent of such securities shall give any effect to such attempted transfer or encumbrance in its stock records.
Appears in 1 contract
Samples: Voting Rights Agreement (Huff Alternative Income Fund Lp)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH that the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH shares of Common Stock that are subject to any of the provisions of this Agreement shall be endorsed at all times as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENTSHAREHOLDERS' AGREEMENT DATED AS OF JUNE 18, DATED __________ __1998, 2015, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INCBETWEEN CERTAIN OF THE COMPANY'S SHAREHOLDERS. A COPY OF THE ABOVE ABOVE- REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACTCOMPANY.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto or assigns shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party a party hereto shall inure to and be binding upon any Person transferee to whom DSH shares of Common Stock are transferred by such party, whether or not such transfer is transferred pursuant permitted under the terms of this Agreement. Prior to Section 4.2(a) consummation of any such transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall be bound by and shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Shareholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH shares of Common Stock.
Appears in 1 contract
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock shall be endorsed at all times prior to any Qualified Public Offering as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS STOCKHOLDERS’ AGREEMENT, DATED __________ __, 2015, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCITS STOCKHOLDERS. A COPY OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates or other instruments representing shares of DSH Common Stock or Preferred Stock hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto successors, assigns or transferees (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon the exercise of any Contingent Right) shall bear the legends set forth aboveabove (unless the Company’s counsel advises that the legend relating to the Securities Act is not required), and the shares of DSH Common Stock or Preferred Stock represented by such certificates or instruments shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH shares of Common Stock or Preferred Stock are transferred by any party hereto, whether or not such transfer is transferred permitted under the terms of this Agreement, except for transfers pursuant to Section 4.2(a) heretoa Public Offering. Prior to consummation of any transfer, except for transfers pursuant to a Public Offering, such party shall cause the transferee to execute a Transferee Agreement pursuant to which such transferee shall agree to comply with the terms of this Agreement and shall become bound by this Agreement. Prompt notice shall be given to the Corporation Company and each Shareholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stock or Preferred Stock.
(c) Whenever the restrictions imposed by this Agreement shall terminate as to any particular shares of Common Stock or Preferred Stock (including pursuant to Section 6 hereof), the holder thereof shall be entitled to receive from the Company, without expense, upon delivery to the Company of the existing certificate representing shares of Common Stock or Preferred Stock, a new certificate not bearing the respective legends otherwise required pursuant to this Section 3.3.
Appears in 1 contract
Samples: Shareholder Agreement (BRPP LLC)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH IX, L.L.C. may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock Interests shall be endorsed at all times unless the legend has been removed pursuant to Section 11.4(d) as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED __________ __AS OF OCTOBER 18, 20151999, AMONG DS HEALTHCAREBETWEEN THE MEMBERS OF IX, L.L.C. AND THE MASTER INVESTORS RIGHTS AGREEMENT, DATED OCTOBER 18, 1999, BETWEEN IX, INC. XXXXX XXXXXXXX., XXXXXX XXXXXXX, W/R GROUPIX HOLDING CO., INC., INSIGHTEXPRESS, L.L.C. AND THE OTHER PARTIES THERETO. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCAREIX, INC. L.L.C. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates or other instruments representing shares of DSH Common Stock Interests hereafter issued to or acquired by any of the Stockholders Members or their successors hereto successors, assigns or Transferees shall bear the legends set forth above, and the shares of DSH Common Stock Interests represented by such certificates or instruments shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each Transferee to whom DSH Common Stock Interests are Transferred by any party hereto, whether or not such Transfer is transferred pursuant to Section 4.2(a) heretopermitted under the terms of this Agreement. Prompt notice shall be given to IX, L.L.C. and each Member by the Corporation Transferor of any Transfer (whether or not to a Permitted Transfer) of any DSH Common StockInterest.
(c) The second paragraph of the legend set forth in Section 11.4(a) shall be removed from a particular certificate representing Interests, at the written request of a Member, when an opinion of counsel has been delivered to IX, L.L.C. to the effect that any such security may be freely sold to the public without compliance with the registration provisions of the Securities Act. Such counsel may include an attorney who is an employee of a Member and such opinion shall be subject to the reasonable approval of the Board.
(d) Whenever the restrictions imposed by this Agreement shall terminate as to any particular Interests, the holder thereof shall be entitled to receive from IX, L.L.C., without expense, upon delivery to IX, L.L.C. of the existing certificate representing Interests, a new certificate not bearing the respective legends otherwise required pursuant to this Section 11.4.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Nfo Worldwide Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock shall be endorsed at all times prior to any Public Offering of such shares as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __AUGUST 16, 20151995, AMONG DS HEALTHCARETHE COMPANY AND ITS STOCKHOLDERS [AND THE SUBSCRIPTION AGREEMENTS, INCDATED AUGUST 16, 1995, AMONG THE COMPANY AND CERTAIN INVESTORS THEREIN]. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND WR GROUP ICBY-DISC, INCLAWS OF THE CORPORATION. A COPY OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT THE JORDAN COMPANY, INC0 XXXX 00XX XXXXXX, XXX XXXX, XXX XXXX 00000. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto (including, without limitation, all certificates representing shares of Class A Common Stock hereafter issued upon conversion of shares of Class B or C Common Stock) shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant by any party hereto, whether or not such transfer is permitted under the terms of this Agreement, except for transfers described in Section 4.2(e). Prior to consummation of any transfer, except for transfers described in Section 4.2(a) 4.2(e), such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockStock and the Company shall promptly notify the Institutional Investors in writing of such transfer.
Appears in 1 contract
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock shall be endorsed as followsat all times prior to any Public Offering of such shares with substantially the following language: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __JUNE 11, 20152021, AMONG DS HEALTHCARETHE COMPANY AND CERTAIN OF ITS STOCKHOLDERS AND CERTAIN SUBSCRIPTION AGREEMENTS, INCAMONG THE COMPANY AND CERTAIN INVESTORS THEREIN. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND WR GROUP IC-DISC, INCBYLAWS OF THE CORPORATION. A COPY OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends substantially similar to those set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant by any party hereto, whether or not such transfer is permitted under the terms of this Agreement. Prior to Section 4.2(a) consummation of any transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockStock and the Company shall promptly notify the Institutional Investors in writing of such transfer.
(c) Any stock certificate issued by the Company shall note conspicuously that the corporation is a public benefit corporation formed pursuant to the Delaware Public Benefit Corporation Act.
Appears in 1 contract
Samples: Subscription Agreement
Endorsement of Certificates. (a) Upon the execution of this Agreement, in In addition to any other legend which DSH the Company may reasonably deem advisable under the Securities Act and certain applicable state securities laws, all the certificates representing all shares of issued Stock and outstanding DSH Common all Stock Rights subject to this Agreement shall be endorsed at all times during the term of this Agreement as follows: THIS [CERTIFICATE / WARRANT / OPTION] IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, AGREEMENT DATED ___AS OF _______ __, 20151997, AMONG DS HEALTHCARETHE COMPANY, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R ADVANCED COMMUNICATIONS GROUP, INC. AND WR GROUP IC-DISCLIBERTY CELLULAR, INC. ., A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE WILL BE FURNISHED BY THE COMPANY WITHOUT CHARGE UPON WRITTEN REQUEST BY ANY STOCKHOLDER TO THE COMPANY AT THE OFFICE ITS PRINCIPAL PLACE OF THE DS HEALTHCARE, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BUSINESS OR REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACTOFFICE.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock and all certificates or other instruments representing Stock Rights now or hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends legend set forth above, above and the such shares of DSH Common Stock represented by such certificates and Stock Rights shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common shares of Stock is or Stock Rights are transferred by any party hereto (including, without limitation, any Third Party to whom shares are transferred pursuant to Article V), except in the case of transfers pursuant to Subsection (b) or (c) of Section 4.2(a4.2. Prior to consummation of any transfer, except for transfers pursuant to Subsection (b) or (c) of Section 4.2, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stockof its Stock or Stock Rights.
Appears in 1 contract
Samples: Stockholders' Agreement (Advanced Communications Group Inc/De/)
Endorsement of Certificates. (a) Upon All certificates representing Shares issued to or acquired by any of the Stockholders prior to the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be Agreement were endorsed as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __AUGUST 7, 20152007, AMONG DS HEALTHCARE, INCTHE COMPANY AND ITS STOCKHOLDERS. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE DS HEALTHCARE, INCCOMPANY AND MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in ACT AND SUCH LAWS. Upon the execution of this Agreement, in addition to any other legend which the Company may deem advisable under the Securities Act and applicable state securities laws, all certificates certificates, if any, representing shares of DSH Common Stock Shares hereafter issued by the Company to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth abovefollowing legend, and the shares of DSH Common Stock Shares represented by such certificates shall be subject to the applicable provisions of this Agreement: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED MARCH 12, 2012, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND SUCH LAWS. At the request of the Stockholder, the Company shall remove the legend referring to the Securities Act from the certificates representing its Shares and upon the earliest of the following events: (i) when such Shares are Transferred in a Public Offering; (ii) when such Shares are Transferred after an Initial Public Offering pursuant to Rule 144 under the Securities Act; or (iii) when such Shares are Transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such Shares without registration thereunder. The rights and obligations Company covenants that it shall keep a copy of each Party hereto shall inure to and be binding upon any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given this Agreement on file for the purpose of furnishing copies to the Corporation holders of any Transfer (whether or not record of Shares. At the request of the Stockholder, the Company shall remove the legend referring to a Permitted Transfer) of any DSH Common Stockthe Stockholders Agreement at such time as this Agreement no longer imposes restrictions on the Shares.
Appears in 1 contract
Samples: Stockholders Agreement (Allison Transmission Holdings Inc)
Endorsement of Certificates. (a) Upon All certificates representing Shares issued to or acquired by any of the Stockholders prior to the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be Agreement were endorsed as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __AUGUST 7, 20152007, AMONG DS HEALTHCARE, INCTHE COMPANY AND ITS STOCKHOLDERS. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE DS HEALTHCARE, INCCOMPANY AND MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in ACT AND SUCH LAWS. Upon the execution of this Agreement, in addition to any other legend which the Company may deem advisable under the Securities Act and applicable state securities laws, all certificates certificates, if any, representing shares of DSH Common Stock Shares hereafter issued by the Company to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth abovefollowing legend, and the shares of DSH Common Stock Shares represented by such certificates shall be subject to the applicable provisions of this Agreement: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED [ ], 2011, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND SUCH LAWS. At the request of the Stockholder, the Company shall remove the legend referring to the Securities Act from the certificates representing its Shares and upon the earliest of the following events: (i) when such Shares are Transferred in a Public Offering; (ii) when such Shares are Transferred after an Initial Public Offering pursuant to Rule 144 under the Securities Act; or (iii) when such Shares are Transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such Shares without registration thereunder. The rights and obligations Company covenants that it shall keep a copy of each Party hereto shall inure to and be binding upon any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given this Agreement on file for the purpose of furnishing copies to the Corporation holders of any Transfer (whether or not record of Shares. At the request of the Stockholder, the Company shall remove the legend referring to a Permitted Transfer) of any DSH Common Stockthe Stockholders Agreement at such time as this Agreement no longer imposes restrictions on the Shares.
Appears in 1 contract
Samples: Stockholders Agreement (Allison Transmission Holdings Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH that the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH shares of Common Stock or Preferred Stock that are subject to any of the provisions of this Agreement shall be endorsed at all times as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENTSTOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 19, DATED __________ __, 20151996, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCITS STOCKHOLDERS. A COPY OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock or Preferred Stock hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto or assigns shall bear the legends set forth above, and the shares of DSH Common Stock or Preferred Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party a party hereto shall inure to and be binding upon any Person transferee to whom DSH shares of Common Stock or Preferred Stock are transferred by such party, whether or not such transfer is transferred pursuant permitted under the terms of this Agreement. Prior to Section 4.2(a) consummation of any such transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall be bound by and shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Shareholder by the transferor of any Transfer (whether or not to a Permitted Transfer) transfer of any DSH shares of Common Stock or Preferred Stock.
Appears in 1 contract
Samples: Stockholders' Agreement (Fields MRS Original Cookies Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed at all times prior to any Public Distribution as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __JULY 21, 20151997, AMONG DS HEALTHCARETHE COMPANY AND ITS STOCKHOLDERS, INC. XXXXX XXXXXXXXCERTAIN SUBSCRIPTION AGREEMENT(S), XXXXXX XXXXXXXAMONG THE COMPANY AND CERTAIN INVESTORS THEREIN, W/R GROUP, INC. AND WR GROUP IC-DISC, INCTHE RESTRICTIVE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION. A COPY OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT ARBORLAKE CENTRE, INCSUITE 550, 0000 XXXX XXXX XXXX, DEERFIELD, ILLINOIS 60015. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) . Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock Securities are transferred by any party hereto, whether or not such transfer is transferred permitted under the terms of this Agreement, except for transfers pursuant to Section 4.2(a) a Public Offering or under Rule 144 of the Commission. Prior to consummation of any transfer, except for transfers pursuant to a Public Offering or under Rule 144 of the Commission, the transferring party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement and, in the case of a transfer by a Management Investor, the Management Subscription Agreement. Prompt notice shall be given to the Corporation Company and each Stockholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockSecurities.
Appears in 1 contract
Samples: Stockholders Agreement (Jordan Telecommunication Products Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed at all times prior to any Public Distribution as follows: For Stock issued prior to the date hereof: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS THE SUBSCRIPTION AGREEMENT, DATED __________ __AUGUST 11, 20151997, AMONG DS HEALTHCARETHE COMPANY AND CERTAIN INVESTORS THEREIN. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE CORPORATION. 16 For all Stock: THIS CERTIFICATE IS SUBJECT TO, INCAND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF MARCH 26, 1999. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENT(S) ARE ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT THE JORDAN COMPANY, INC767 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant by any party hereto, whether or not such transfer is permitted under the terms of this Agreement, except for transfers described in Section 4.02(e) or Section 4.02(h). Prior to consummation of any transfer, except for transfers described in Section 4.2(a4.02(e) or Section 4.02(h), such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply with the terms of this Agreement. Prompt notice shall be given to the Corporation Company and each Stockholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stock.
Appears in 1 contract
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH that the Company may reasonably deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock Stock, Preferred Stock, all Warrants and all Other Rights shall be endorsed at all times prior to any Qualified Public Offering as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AN AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, DATED __________ __AS OF SEPTEMBER 29, 20152000, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCITS SHAREHOLDERS. A COPY OF THE ABOVE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE DS HEALTHCARE, INCCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates or other instruments representing shares of DSH Common Stock Stock, Preferred Stock, Warrants or Other Rights hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto successors, assigns or transferees (including, without limitation, all certificates representing shares of Common Stock or Preferred Stock hereafter issued upon the exercise of any Warrant or Other Rights) shall bear the legends set forth above, and the shares of DSH Common Stock Stock, Preferred Stock, Warrants or Other Rights represented by such certificates or instruments shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH shares of Common Stock Stock, Preferred Stock, Warrants or Other Rights are transferred by any party hereto, whether or not such transfer is transferred permitted under the terms of this Agreement, except for transfers pursuant to a Public Offering. Prior to consummation of any transfer, except for transfers pursuant to a Public Offering (or transfers pursuant to Section 4.2(a3.2(a) heretoby Chase or one of its Permitted Transferees to Chase or any of its Permitted Transferees), such party shall cause the transferee (unless otherwise fully bound hereby with respect to such securities being transferred) to execute a Transferee Agreement pursuant to which such transferee shall agree to comply with the terms of this Agreement and shall become bound by this Agreement. Prompt Except as otherwise provided in Section 3.2(a) with respect to Chase or any of its Permitted Transferees, prompt notice shall be given to the Corporation Company and each Shareholder by the transferor of any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common Stock, Preferred Stock, Warrants or Other Rights.
(c) The second paragraph of the legend set forth in clause (a) of this Section 3.4 shall be removed from a particular certificate representing shares of Common Stock, Preferred Stock, Warrants or Other Rights when an opinion of counsel and/or other evidence has been delivered to the Company to the effect that any such security may be freely sold to the public without compliance with the registration provisions of the Securities Act. Such counsel may include an attorney who is an employee of a Shareholder and such opinion and/or other evidence shall be subject to the reasonable approval of the Company, such approval or disapproval to be given within 5 days after receipt by the Company of the form of such opinion and/or other evidence; and if the Company disapproves of such opinion and/or other evidence, such notice of disapproval shall be accompanied by an opinion or memorandum of counsel to the Company setting forth the basis of such disapproval.
(d) Whenever the restrictions imposed by this Agreement shall terminate as to any particular shares of Common Stock, Preferred Stock, Warrants or Other Rights (including pursuant to Section 6 hereof), the holder thereof shall be entitled to receive from the Company, without expense, upon delivery to the Company of the existing certificate representing shares of Common Stock, Preferred Stock, Warrants or Other Rights, a new certificate not bearing the respective legends otherwise required pursuant to this Section 3.4.
Appears in 1 contract
Endorsement of Certificates. (ai) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock and Preferred Stock held by the Voting Shareholders shall be endorsed at all times prior to termination of this Agreement as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS GOVERNANCE AGREEMENT, DATED __________ __AS OF NOVEMBER 8, 20151995, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. THE COMPANY AND WR GROUP IC-DISC, INCCERTAIN OF ITS STOCKHOLDERS. A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF THE DS HEALTHCARECOMPANY AT 000 XXXXXXXX XXXXXXXX XXXXXXX, INCXXXXX 000, XXXXXXXXX XXXXXXXX, XX 00000 AND WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON REQUEST. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT.
(bii) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock Of stock hereafter issued to or acquired by any of the Stockholders Voting Shareholders or their successors hereto (including, without limitation, all certificates representing shares of Common Stock hereafter issued upon conversion of shares of Preferred Stock) shall bear the legends set forth above, and and, the shares of DSH Common Stock such stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock such stock is transferred pursuant by any party hereto. Prior to Section 4.2(a) consummation of any transfer, such party shall cause the transferee to execute an agreement in form and substance reasonably satisfactory to the other parties hereto, providing that such transferee shall fully comply, with the terms of this Agreement. Prompt notice shall be given to the Corporation company and each Voting Shareholder by the transferor of any Transfer (whether or not to a Permitted Transfer) transfer of any DSH Common Stockstock.
(iii) Any attempt to transfer or encumber any shares of stock not in accordance with this Agreement shall be null and void and neither the Company nor any transfer agent of such securities shall give any effect to such attempted transfer or encumbrance in its stock records. Governance Agreement
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Samples: Governance Agreement (Huff Alternative Income Fund Lp)
Endorsement of Certificates. (ai) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock all Shares shall be endorsed as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TOMAY NOT BE TRANSFERRED, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITHSOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS THE RIGHT OF FIRST REFUSAL AGREEMENT, DATED __________ __AS OF JUNE 14, 20151994, AMONG DS HEALTHCAREBY AND BETWEEN WILLXXX X. XXXXX, XXI AND JANEX X. XXXXX, 9 INDIVIDUALLY AND AS CO-TRUSTEES OF THE CRONX REVOCABLE TRUST AND NESTLE HOLDINGS, INC. XXXXX XXXXXXXX., XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY OF THE ABOVE REFERENCED AGREEMENT WHICH IS ON FILE AT THE OFFICE OFFICES OF THE DS HEALTHCAREDREYXX'X XXXND ICE CREAM, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION ONLY IF EXEMPTIONS FROM THE SUCH REGISTRATION REQUIREMENTS UNDER SAID ACTARE AVAILABLE.
(bii) Except as otherwise expressly provided in this Agreement, all All certificates representing shares of DSH Common Stock Shares hereafter issued to or acquired by any of the Stockholders or their successors hereto Seller shall bear the legends legend set forth above, and . Certificates for Shares as to which the shares Right of DSH Common Stock represented by such certificates First Refusal has terminated shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party hereto shall inure to and be binding upon any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stockissued without such legend when Transferred.
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Samples: Right of First Refusal Agreement (Nestle Holdings Inc)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all All certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed as followsShares shall, subject to Section 3.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENTSTOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN DEVON ENERGY CORPORATION AND KERR-XxXXX CORPORATION DATED AS OF DECEMBER 31, DATED __________ __, 2015, AMONG DS HEALTHCARE, INC. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INC. AND WR GROUP IC-DISC, INC1996. A COPY OF THE ABOVE REFERENCED SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE DS HEALTHCAREDEVON ENERGY CORPORATION."
(b) All certificates representing Shares shall, INC. subject to Section 3.1(c), bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE CONVEYED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTSTATEMENT UNDER THE ACT OR PURSUANT TO RULE 144 UNDER THE ACT, OR UNLESS THE COMPANY SHALL HAVE BEEN FURNISHED WITH AN EXEMPTION FROM OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR DEVON ENERGY CORPORATION, THAT REGISTRATION UNDER THE REGISTRATION REQUIREMENTS UNDER SAID ACTACT IS NOT REQUIRED."
(bc) Except After such time as otherwise expressly provided in this Agreement, all certificates representing shares either of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, in Sections 3.1(a) and (b) is no longer required hereunder (including without limitation as a result of the shares termination of DSH Common Stock this Agreement in accordance with its terms) or if the securities represented by such certificates a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if the Company shall have been furnished with an opinion of counsel, which opinion shall be subject reasonably satisfactory to counsel for Devon, that registration under the applicable provisions Securities Act is not required, as the case may be, then, in any such event, upon the 31 10 request of this Agreement. The rights and obligations of each Party hereto shall inure Kerr-XxXxx, Xxxxx xxxll cause such certificate or certificates to and be binding upon exchanged for a certificate or certificates that do not bear any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stocklegend.
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Samples: Stock Rights and Restrictions Agreement (Devon Energy Corp /Ok/)
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH the Company may deem advisable under the Securities Act and certain applicable state securities laws, all certificates certificates, if any, representing shares of issued and outstanding DSH Common Stock Shares and Series A Preference Shares shall be endorsed at all times prior to any Public Offering of such shares or sale of such shares pursuant to Rule 144 under the Securities Act as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ARE SUBJECT TO, AND IS ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS SHAREHOLDERS AGREEMENT, DATED __________ __DECEMBER 17, 2015, 2003 AMONG DS HEALTHCARE, INCTHE COMPANY AND ITS SHAREHOLDERS. XXXXX XXXXXXXX, XXXXXX XXXXXXX, W/R GROUP, INCREFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE BYE-LAWS OF THE COMPANY. AND WR GROUP IC-DISC, INC. A COPY COPIES OF THE ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE DS HEALTHCARE, INCCOMPANY AND MAY BE OBTAINED FROM THE ASSISTANT SECRETARIES OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH BERMUDA LAW AND PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS REGISTRATION, UNDER SAID ACT. At the request of the Shareholder, the Company shall remove the legend referring to the Securities Act from the certificates representing its Shares and upon the earliest of the following events: (i) when such Shares are Transferred in a public offering under the Securities Act; (ii) when such Shares are Transferred pursuant to Rule 144 under the Securities Act; or (iii) when such Shares are Transferred in any other transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such capital shares without registration thereunder. The Company covenants that it shall keep a copy of this Agreement on file for the purpose of furnishing copies to the holders of record of Shares. At the request of the Shareholder, the Company shall remove the legend referring to the Shareholders Agreement and any applicable Subscription Agreement at such time as such Agreements no longer restrict the Transfer of the Shares.
(b) Except as otherwise expressly provided in this Agreement, all certificates certificates, if any, representing shares of DSH Common Stock Shares hereafter issued to or acquired by any of the Stockholders Shareholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock Shares represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party party hereto shall inure to and be binding upon any Person each transferee to whom DSH Common Stock is transferred pursuant Shares are Transferred by any party hereto, except for Transfers described in Section 3.2(a)(iii). Prior to Section 4.2(a) heretoconsummation of any Transfer, such party shall cause the transferee to execute a counterpart to this Agreement, at which time the Company shall revise the Shareholder Schedule as may be necessary or appropriate. Prompt Any Shareholder wishing to Transfer Shares shall give written notice shall be given to the Corporation of Company prior to any Transfer transfer (whether or not to a Permitted TransferTransferee) of any DSH Common StockShares.
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Samples: Shareholder Agreement (Sensus Metering Systems Inc)