Common use of Endorsement of Stock Certificates Clause in Contracts

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. Certificates representing the shares of Securities issued prior to the date of this Agreement shall be recalled by the Company on or before one (1) day after the effective date of this Agreement, and an officer of the Company shall endorse each certificate representing the shares of Securities heretofore and hereafter issued by the Company to any person by causing to be placed on the face thereof the following: "See restrictions on back of certificate" and by causing to be placed on the back thereof the following legend: THE STOCK REPRESENTED BY THE WITHIN CERTIFICATE IS ISSUED, ACCEPTED AND HELD SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT, DATED AS OF NOVEMBER 4, 1997. A COPY OF SUCH SHAREHOLDER AGREEMENT HAS BEEN FILED AT THE OFFICE OF THE CORPORATION. THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY IS NOT SUBJECT TO SALE, ASSIGNMENT, TRANSFER, MORTGAGE, PLEDGE, HYPOTHECATION, OR OTHER ENCUMBRANCE OR DISPOSITION, EXCEPT AS PROVIDED IN SUCH SHAREHOLDER AGREEMENT, TO ALL OF WHICH AND TO WHICH SHAREHOLDER AGREEMENT THE HOLDER HEREOF, BY THE ACCEPTANCE HEREOF, AGREES. The Company may also cause to be imposed upon such certificates such other legends as counsel to the Company shall determine to be required under the provisions of any federal securities act or any State law. No Shareholder may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection therewith.

Endorsement of Stock Certificates. Conformed copies of this --------------------------------- Agreement shall be filed with the Secretary secretary of the Company and kept with the records of the Company at its principal office. Certificates representing Until such time that the shares Company, based on an opinion of Securities issued prior to the date of this Agreement counsel, shall be recalled by the Company on or before one (1) day after the effective date of this Agreementhave determined otherwise, and an officer of the Company shall endorse each certificate representing the shares of Securities Capital Stock heretofore and or hereafter issued by the Company to any person by causing to be placed on the face thereof the following: "See restrictions on back of certificate" and Holder by causing to be placed on the back thereof the following legend: THE STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE WITHIN SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS ISSUED, ACCEPTED AND HELD ARE THE SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENTCERTAIN SHAREHOLDERS AGREEMENT WHICH, DATED AS AMONG OTHER THINGS, CONTAINS RESTRICTIONS ON THE TRANSFER OF NOVEMBER 4, 1997SUCH SECURITIES. A COPY OF SUCH SHAREHOLDER THE SHAREHOLDERS AGREEMENT HAS BEEN FILED IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATIONCOMPANY. THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY IS NOT SUBJECT TO SALE, ASSIGNMENT, TRANSFER, MORTGAGE, PLEDGE, HYPOTHECATION, OR OTHER ENCUMBRANCE OR DISPOSITION, EXCEPT AS PROVIDED IN SUCH SHAREHOLDER AGREEMENT, TO ALL OF WHICH AND TO WHICH SHAREHOLDER AGREEMENT THE HOLDER HEREOF, BY THE ACCEPTANCE HEREOF, AGREES. The Company may also cause to be imposed upon such certificates such other legends as counsel to the Company shall determine to be required under the provisions Upon registration of any federal securities act or any State law. No Shareholder may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Securities (except pursuant to an effective registration statement Capital Stock under the Securities Act, the Company shall remove such legend from the certificate(s) without first delivering representing such Capital Stock promptly upon request of the Holder thereof and delivery of such certificate(s) to the Company. The Company shall, upon presentation of a certificate representing shares of the Company's Capital Stock with respect to which one or both of the foregoing restrictions have expired or are not applicable, together with such evidence (including, when such an opinion would customarily be required by the Company of its stockholders, an opinion of counsel (obtained at the Holder's expense and reasonably acceptable in form and substance satisfactory to the Company) that neither registration nor qualification under of such lapse or nonapplicability as the Securities Act and Company would reasonably request of stockholders who are similarly situated, promptly cause to be issued a replacement certificate for such shares of the Company's Capital Stock without the applicable state securities laws is required in connection therewithrestrictive legend.

Endorsement of Stock Certificates. Conformed copies of this Agreement shall be filed with the Secretary All certificates evidencing shares of the Company and kept with Stock shall bear substantially the records following legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." In addition, each certificate evidencing shares of the Company at its principal office. Certificates representing Stock will bear a legend reading substantially as follows until the transfer restrictions with respect to such shares of Securities issued prior to the date of contained in this Agreement shall be recalled by the Company on or before one (1) day after the effective date of this Agreement, and an officer of the Company shall endorse each certificate representing the shares of Securities heretofore and hereafter issued by the Company to any person by causing to be placed on the face thereof the followingare no longer effective: "See restrictions on back of certificate" and by causing to be placed on the back thereof the following legend: THE STOCK SECURITIES REPRESENTED BY THE WITHIN THIS CERTIFICATE IS ISSUED, ACCEPTED AND HELD ARE SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT, CERTAIN TRANSFER RESTRICTIONS SET FORTH IN AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 4MARCH ___, 1997. 1998, A COPY 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 SHAREHOLDER AGREEMENT HAS BEEN FILED AT THE OFFICE OF THE CORPORATION. THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY IS NOT SUBJECT TO SALE, ASSIGNMENT, TRANSFER, MORTGAGE, PLEDGE, HYPOTHECATION, OR OTHER ENCUMBRANCE OR DISPOSITION, EXCEPT AS PROVIDED IN SUCH SHAREHOLDER AGREEMENT, TO ALL OF WHICH AND TO WHICH SHAREHOLDER AGREEMENT THE HOLDER HEREOF, BY THE ACCEPTANCE HEREOF, AGREES. The Company may also cause to be imposed upon such certificates such other legends as counsel to the Company shall determine to be required under the provisions of any federal securities act or any State law. No Shareholder may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection therewith."

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. Certificates representing the shares of Securities issued prior to the date of this Agreement shall be recalled by the Company on or before one (1) day after the effective date of this Agreement, and an officer of the Company shall endorse each certificate representing the shares of Securities heretofore and hereafter issued by the Company to any person by causing to be placed on the face thereof the following: " "See restrictions on back of certificate" and by causing to be placed on the back thereof the following legend: THE STOCK REPRESENTED BY THE WITHIN CERTIFICATE IS ISSUED, ACCEPTED AND HELD SUBJECT TO THE TERMS OF A SHAREHOLDER AGREEMENT, DATED AS OF NOVEMBER 4, 1997. A COPY OF SUCH SHAREHOLDER AGREEMENT HAS BEEN FILED AT THE OFFICE OF THE CORPORATION. THIS CERTIFICATE AND THE STOCK REPRESENTED HEREBY IS NOT SUBJECT TO SALE, ASSIGNMENT, TRANSFER, MORTGAGE, PLEDGE, HYPOTHECATION, OR OTHER ENCUMBRANCE OR DISPOSITION, EXCEPT AS PROVIDED IN SUCH SHAREHOLDER AGREEMENT, TO ALL OF WHICH AND TO WHICH SHAREHOLDER AGREEMENT THE HOLDER HEREOF, BY THE ACCEPTANCE HEREOF, AGREES. The Company may also cause to be imposed upon such certificates such other legends as counsel to the Company shall determine to be required under the provisions of any federal securities act or any State law. No Shareholder may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection therewith.