Common use of Endorsement of Stock Certificates Clause in Contracts

Endorsement of Stock Certificates. All certificates representing 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 DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIME. 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."

Appears in 2 contracts

Samples: Shareholders' Agreement (Viva Gaming & Resorts Inc), Shareholders' Agreement (Viva Gaming & Resorts Inc)

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Endorsement of Stock Certificates. All 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: “TRANSFER RESTRICTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS SHAREHOLDERS’ AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIMESHAREHOLDERS. A COPY OF THE SHAREHOLDERS 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."

Appears in 2 contracts

Samples: Shareholders’ Agreement (Care Concepts I Inc /Fl/), Shareholders’ Agreement (FriendFinder Networks Inc.)

Endorsement of Stock Certificates. All (a) Each of the certificates representing Stock owned by the Shareholders Shares, or any of them, shall have conspicuously endorsed thereon a legend substantially as followscontain the following legends for the term of this Agreement: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ISSUED, ACCEPTED AND HELD SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS OF A CERTAIN SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS DATED JULY 10AS OF MARCH 2, 2001, AS MAY BE AMENDED FROM TIME TO TIME1999. A COPY OF THE SHAREHOLDERS F SUCH AGREEMENT MAY BE OBTAINED FROM INSPECTED AT THE COMPANY WITHOUT CHARGE UPON PRINCIPAL OFFICE OF THIS CORPORATION. NEITHER THIS CERTIFICATE NOR THE WRITTEN REQUEST OF SHARES REPRESENTED HEREBY ARE SUBJECT TO SALE, TRANSFER OR OTHER DISPOSITION OR ENCUMBRANCE EXCEPT AS PERMITTED IN SAID AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY THE ACCEPTANCE HEREOF. THESE SECURITIES HAVE , AGREES TO ALL THE TERMS OF SAID AGREEMENT WHICH ARE INCORPORATED HEREIN." "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE UNDER THE SECURITIES LAWS AND OF ANY STATE OR THE COMMONWEALTH OF PUERTO RICO, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED OFFERED OR OTHERWISE DISPOSED SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF IN U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ABSENCE OF SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE THE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLEACT."

Appears in 1 contract

Samples: Shareholders Agreement (Puerto Rico Telephone Co Inc)

Endorsement of Stock Certificates. All certificates representing Stock owned by the Shareholders shall have conspicuously endorsed thereon a legend substantially as follows: "TRANSFER RESTRICTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS AND CONDITIONS AND RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS SHAREHOLDERS' AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIMESHAREHOLDERS. A COPY OF THE SHAREHOLDERS 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 ANY 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."

Appears in 1 contract

Samples: Shareholders' Agreement (GMP Companies Inc)

Endorsement of Stock Certificates. All certificates representing 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 SHAREHOLDERS' AGREEMENT BY AND AMONG THE COMPANY CORPORATION AND ITS SHAREHOLDERS DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIMESHAREHOLDERS. A COPY OF THE SHAREHOLDERS SHAREHOLDERS' AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE CORPORATION UPON THE WRITTEN REQUEST OF THE HOLDER HEREOFREQUEST. 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 COMPANYCORPORATION, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE."

Appears in 1 contract

Samples: Amended and Restated Shareholders Agreement (Generex Biotechnology Corp)

Endorsement of Stock Certificates. All certificates representing Stock owned by the Shareholders shall have conspicuously endorsed thereon a legend substantially as follows: "TRANSFER RESTRICTED" 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 DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIMESHAREHOLDERS. A COPY OF THE SHAREHOLDERS AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF. THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF IN COUNSEL, SATISFACTORY TO THE ABSENCE OF ISSUER AND ITS COUNSEL, TO THE EFFECT THAT THERE IS AN EFFECTIVE AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM LAWS OR THAT REGISTRATION THEREUNDER IS AVAILABLEOTHERWISE NOT REQUIRED."

Appears in 1 contract

Samples: Shareholders Agreement (Intercallnet Inc)

Endorsement of Stock Certificates. All Upon the execution of this Agreement or as soon as possible under all applicable Laws, all certificates representing Stock owned by evidencing the Shareholders Shares shall have conspicuously be 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 DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIME. 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 1933, AND THUS MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNLESS REGISTERED UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, OR UNLESS AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. THE PRESENTATION OF THIS STOCK CERTIFICATE TO THE TRANSFER AGENT SHALL BE DEEMED A REPRESENTATION BY THE HOLDER TO THIS CORPORATION AND ITS TRANSFER AGENT THAT SUCH TRANSFER IS MADE IN ACCORDANCE WITH THE SECURITIES ACT OF 1933. ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS ALSO RESTRICTED BY AND SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN JOINT VENTURE AGREEMENT DATED AS OF JULY 22, 1997 AMONG CERTAIN SHAREHOLDERS OF THIS CORPORATION, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION."

Appears in 1 contract

Samples: Joint Venture Agreement (Amerigon Inc)

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Endorsement of Stock Certificates. All certificates representing Stock --------------------------------- owned by the Shareholders shall have conspicuously endorsed thereon a legend substantially as follows: "TRANSFER RESTRICTED 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 DATED JULY 10, 2001, AS MAY BE AMENDED FROM TIME TO TIMESHAREHOLDERS. A COPY OF THE SHAREHOLDERS AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF. THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF IN COUNSEL, SATISFACTORY TO THE ABSENCE OF ISSUER AND ITS COUNSEL, TO THE EFFECT THAT THERE IS AN EFFECTIVE AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM LAWS OR THAT REGISTRATION THEREUNDER IS AVAILABLEOTHERWISE NOT REQUIRED."

Appears in 1 contract

Samples: Shareholders' Agreement (Stanford Venture Capital Holdings Inc)

Endorsement of Stock Certificates. All certificates representing Stock NewComm's shares of stock owned by the Shareholders CC or TLD shall have conspicuously endorsed thereon a legend substantially as follows: "TRANSFER RESTRICTED THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS JOINT VENTURE AGREEMENT BY AND AMONG THE COMPANY CLEARCOMM L.P. AND ITS SHAREHOLDERS DATED JULY 10TELEFONICA LARGA DISTANCIA DE PUERTO RICO, 2001, AS MAY BE AMENDED FROM TIME TO TIMEINC. A COPY OF THE SHAREHOLDERS AGREEMENT MAY BE OBTAINED FROM THE COMPANY CORPORATION 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 COMPANYCORPORATION, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE."

Appears in 1 contract

Samples: Joint Venture Agreement (Clearcomm L P)

Endorsement of Stock Certificates. All 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. An officer of the Company shall endorse each certificate representing the shares of Common Stock owned heretofore or hereafter issued by the Shareholders shall have conspicuously endorsed thereon a legend substantially as followsCompany by causing to be placed on the face thereof the following: TRANSFER IS SUBJECT TO RESTRICTIVE STOCK LEGEND ON BACK and by causing to be placed on the back thereof the following legend: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 18, 2002, BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS DATED JULY 10CERTAIN OTHER PERSONS, 2001WHICH AGREEMENT CONTAINS, AS MAY BE AMENDED FROM TIME TO TIMEAMONG OTHER PROVISIONS, RESTRICTIONS ON THE TRANSFER, SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT, OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE. A COPY OF THE SUCH SHAREHOLDERS AGREEMENT MAY BE OBTAINED FROM HAS BEEN FILED, AND IS AVAILABLE FOR REVIEW BY THE COMPANY WITHOUT CHARGE UPON RECORD HOLDER OF THIS CERTIFICATE, AT THE WRITTEN REQUEST PRINCIPAL OFFICE 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."

Appears in 1 contract

Samples: Shareholders Agreement (Valesc Inc)

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