Common use of Endorsement on Stock Certificates Clause in Contracts

Endorsement on Stock Certificates. Each and every certificate evidencing Stock shall contain upon its face, or on the reverse side thereof, the following legend: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, WHICH AGREEMENTS THE COMPANY WILL FURNISH TO THE HOLDER OF THIS SECURITY UPON REQUEST. A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS OF THE COMPANY, WITHOUT CHARGE, FROM THE PRINCIPAL OFFICES OF THE COMPANY."

Endorsement on Stock Certificates. Each and every certificate evidencing representing shares of Stock of the Company now or hereafter held by a Stockholder or any of his, her or its transferees shall contain upon its face, or on the reverse side thereof, bear legends in substantially the following legendform: "“THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFEREDSOLD MORTGAGED, SOLD PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND UNTIL REGISTERED UNDER SUCH ACTAPPLICABLE STATE SECURITIES LAWS, OR UNLESS SUCH OFFERTHE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.” “THE VOLUNTARY OR INVOLUNTARY ENCUMBERING, SALETRANSFER OR OTHER DISPOSITION (INCLUDING WITHOUT LIMITATION, TRANSFERANY DISPOSITION PURSUANT TO THE LAWS OF BANKRUPTCY, PLEDGE INTESTACY, DESCENT AND DISTRIBUTION OR HYPOTHECATION SUCCESSION) OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT. RESTRICTED UNDER THE TRANSFERABILITY TERMS OF THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS SECURITYHOLDERS AGREEMENT, AS AMENDED FROM TIME TO TIME, TO WHICH AGREEMENTS THE COMPANY WILL FURNISH TO THE HOLDER OF THIS SECURITY CERTIFICATE IS A PARTY, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF RIB-X PHARMACEUTICALS, INC. UPON REQUEST. A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS WRITTEN REQUEST OF THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS ANY SECURITYHOLDER OF THE COMPANY, THE COMPANY SHALL FURNISH, WITHOUT CHARGECHARGE TO SUCH SECURITYHOLDER, FROM THE PRINCIPAL OFFICES A COPY OF THE COMPANYSUCH AGREEMENT."” A certificate shall not bear the first such legend if in the opinion of counsel reasonably satisfactory to the Company the securities being sold thereby may be publicly sold without registration under the Securities Act.

Endorsement on Stock Certificates. Each and every certificate evidencing Stock shall contain upon its face, or on the reverse side thereof, the following legendlegend until such time as the Stock represented thereby is no longer subject to the provisions of this Agreement: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF 1933THAT CERTAIN VOTING AGREEMENT DATED AS OF OCTOBER 2, 1998, AS AMENDEDAMENDED FROM TIME TO TIME, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, WHICH AGREEMENTS AMONG THE COMPANY WILL FURNISH TO AND EACH OF THE HOLDER STOCKHOLDERS SPECIFIED THEREIN, COPIES OF THIS SECURITY UPON REQUESTWHICH ARE AVAILABLE AT THE PRINCIPAL OFFICES OF THE COMPANY AT NO COST. A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS OF THE COMPANY, WITHOUT CHARGE, FROM THE PRINCIPAL OFFICES OF THE COMPANY."" The legend set forth above shall be removed from the certificates evidencing shares of Stock upon the earlier of (i) the date on which any such shares of Stock have been transferred in a Public Sale, or (ii) the date on which this Agreement terminates in accordance with Section 3.3 hereof.

Endorsement on Stock Certificates. Each and every certificate evidencing Stock shall contain upon its face, or on the reverse side thereof, the following legend: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, WHICH AGREEMENTS THE COMPANY WILL FURNISH TO THE HOLDER OF THIS SECURITY UPON REQUEST. A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE VARIOUS CLASSES OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS OF THE COMPANY, WITHOUT CHARGE, FROM THE PRINCIPAL OFFICES OF THE COMPANY."