Endorsement of Stock Certificates. So long as a Shareholder’s Stock shall be subject to this Agreement, all certificates representing such Shareholder’s Stock owned by the Shareholders shall have conspicuously endorsed thereon a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS’ AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS. A COPY OF THE SHAREHOLDERS’ AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.”
Endorsement of Stock Certificates. (a) Conformed copies of this Agreement shall be filed with the Secretary of the Company and kept with the records at its principal office. An officer of the Company shall endorse each certificate representing the shares of Capital Stock heretofore or hereafter issued by the Company to the Stockholders by causing to be placed on the face thereof the following: “TRANSFER IS SUBJECT TO RESTRICTIVE STOCK LEGENDS ON BACK” Table of Contents and by causing to be placed on the back thereof the legend in substantially the following form: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS’ AGREEMENT, AS AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY AND CERTAIN OTHER PERSONS, WHICH AGREEMENT CONTAINS, AMONG OTHER PROVISIONS, RESTRICTIONS ON THE TRANSFER, SALE OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH STOCKHOLDERS’ AGREEMENT HAS BEEN FILED, AND IS AVAILABLE FOR REVIEW BY THE RECORD HOLDER OF THIS CERTIFICATE, AT THE PRINCIPAL OFFICE OF THE COMPANY.”
(b) In addition to the legend required under Section 3.9(a) above, each Stockholder agrees that each certificate representing the shares of Capital Stock of the Company heretofore or hereafter issued by the Company shall also bear such other legends as may be required pursuant to the Stock Purchase Agreement. Any such legend shall be removed by the Company upon the request (which shall include customary representations and opinions of counsel if reasonably requested or required by the Company) of a Stockholder when such legend is no longer applicable.
Endorsement of Stock Certificates. A copy of this Agreement shall be filed with the Secretary of AP and kept with the records of AP. Each of the Stockholders hereby agrees that each outstanding certificate representing shares of AP Common Stock (other than those shares which, following the termination of this Agreement pursuant to Section 9.2 below, have not been registered under the Securities Act, which shares shall bear only the endorsement set forth in paragraph (a) below) shall bear endorsements reading substantially as followings:
(a) The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration statement or pursuant to an exemption from registration, under the Act."
(b) The shares represented by this certificate are subject to certain rights of the Corporation and the Stockholders of the Corporation to repurchase such shares and certain rights of the registered holder to sell such shares to the Corporation on the terms and conditions set forth in a Stockholders' Agreement dated as of April 14, 1989, a copy of which may be obtained from the Corporation or from the holder of this certificate. No transfer of such shares will be made on the books of the Corporation unless accompanied by evidence of compliance with the terms of such Agreement." Such certificate shall bear any additional endorsement which may be required for compliance with state securities or blue sky laws or as may be required under the Subscription Agreement. If, for any reason, any shares of AP Common Stock are no longer subject to the restrictions and provisions of this Agreement, AP shall promptly issue a new certificate for such shares without the restrictive endorsement set forth in paragraph (b) above upon the request of the record owner of the shares and the surrender to AP of a certificate bearing such endorsement.
Endorsement of Stock Certificates. Each certificate evidencing --------------------------------- shares of the Company Stock held by any Stockholder will bear a legend reading substantially as follows until the transfer restrictions with respect to such shares contained in this Agreement are no longer effective: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 2, 1999, A COPY OF EACH OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT COMPLYING WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENTS."
Endorsement of Stock Certificates. Immediately after execution of this Agreement, Shareholders shall deliver to the Corporation the certificates representing all of the shares of the Corporation Stock owned by such Shareholder, and the Corporation shall endorse on each such certificate a legend reading substantially as follows:
Endorsement of Stock Certificates. Upon the execution of this Agreement, all certificates of stock owned by the Shareholder shall be surrendered to the Corporation and endorsed as follows: "THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF A CERTAIN AGREEMENT DATED THE ______ DAY OF ______________________, 199__, BETWEEN THE CORPORATION AND __________________, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION."
Endorsement of Stock Certificates. Each certificate for Shares issued --------------------------------- by the Company shall bear an endorsement on its front or back substantially as follows: "The shares of capital stock of Synapse Group, Inc. (the "Company") represented by this certificate (the "Shares") have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities law and the Shares may not be sold or offered for sale in the absence of an effective registration statement under the Act and any applicable state securities laws or an available exemption from the registration requirements of the Act and any applicable state securities laws. In addition, the Shares are issued, accepted and held subject to and transferable only in accordance with the provisions of an Option Stockholders Agreement with the Company, a copy of which agreement is on file in the office of the Company."
Endorsement of Stock Certificates. Subject always to the further orders and directions of the Board, any share or shares of stock issued by any other corporation and owned by the Corporation (including retired shares of stock of the Corporation) may, for sale or transfer, be endorsed in the name of the Corpora- tion by the Chief Operating Officer and President and the Secretary.
Endorsement of Stock Certificates. 11 Section 3.7 Regulatory Approvals; Opinions.....................................................................12
Endorsement of Stock Certificates. Conformed copies of this Agreement shall be filed with the secretary of the Company and kept with the records of the Company at its principal office. Until such time that the Company, based on an
