Common use of Endorsement of Certificates Clause in Contracts

Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend that the Company may deem advisable under the Securities Act and certain state securities laws or required pursuant to the Company's Certificate of Incorporation or By-Laws, all certificates representing issued and outstanding 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 ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 26, 1999, AMONG THE COMPANY AND ITS STOCKHOLDERS. A COPY OF THE ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. 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 SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.

Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend that which the Company may deem advisable under the Securities Act and certain state securities laws or required pursuant to the Company's Certificate of Incorporation or By-Lawslaws, all certificates representing shares of issued and outstanding shares of Common Stock that are subject to any of the provisions of this Agreement and Preferred Stock shall be endorsed as followsat all times prior to any Public Offering of such shares with substantially the following language: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE IS SUBJECT TO, AND ARE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT AGREEMENT, DATED AS OF AUGUST 26JUNE 11, 19992021, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERSSTOCKHOLDERS AND CERTAIN SUBSCRIPTION AGREEMENTS, AMONG THE COMPANY AND CERTAIN INVESTORS THEREIN. REFERENCE ALSO IS MADE TO THE RESTRICTIVE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION. A COPY OF THE ABOVE-ABOVE REFERENCED AGREEMENT IS AGREEMENTS ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. 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 SOLD TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.

Endorsement of Certificates. (ai) Upon the execution of this Agreement, in addition to any other legend that the Company may deem advisable under the Securities Act and certain state securities laws or required pursuant to the Company's Certificate of Incorporation or By-Laws, all certificates representing issued and outstanding shares of Common Stock that are subject to any of the provisions of this Agreement all Shares shall be endorsed as follows: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOMAY NOT BE TRANSFERRED, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITHSOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT THE RIGHT OF FIRST REFUSAL AGREEMENT, DATED AS OF AUGUST 26JUNE 14, 19991994, AMONG BY AND BETWEEN WILLXXX X. XXXXX, XXI AND JANEX X. XXXXX, 9 INDIVIDUALLY AND AS CO-TRUSTEES OF THE COMPANY CRONX REVOCABLE TRUST AND ITS STOCKHOLDERS. NESTLE HOLDINGS, INC., A COPY OF THE ABOVE-REFERENCED AGREEMENT WHICH IS ON FILE AT THE PRINCIPAL OFFICE OFFICES OF THE COMPANY. 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 WITHDREYXX'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 EXCEPT PURSUANT TO AN EFFECTIVE OR TRANSFERRED ONLY IF EXEMPTIONS FROM SUCH REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACTREQUIREMENTS ARE AVAILABLE.