Common use of Endorsements on Stock Certificates Clause in Contracts

Endorsements on Stock Certificates. Each share certificate representing Shares now owned or hereafter owned by the Stockholders or any transferee shall be conspicuously endorsed substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER THE TERMS OF AN AGREEMENT ENTERED INTO BY THIS cOMPANY AND ITS sTOCKHOLDERS WHICH PROVIDES FOR, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE cOMPANY AND ITS sTOCKHOLDERS TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCES. tHE cOMPANY WILL FURNISH WITHOUT CHARGE A COPY OF SUCH AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE sECRETARY OF THE cOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGIS TERED OFFICE. In addition, each Share certificate representing Shares now or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any other applicable laws or regulations, including, without limitation, legends substantially as follows: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT OF 1933, AS AMENDED ("aCT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE aCT AND SUCH STATE LAWS OR UPON DELIVERY TO THE cOMPANY OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Endorsements on Stock Certificates. Each share certificate representing Shares now owned or hereafter owned by the Stockholders Shareholders or any transferee shall be must conspicuously endorsed state substantially as follows, in addition to any other legends required by law: These Shares are subject to certain restrictions against transfer pursuant to the terms of a Shareholders’ Agreement between this Corporation and its Shareholders that provides for, among other things, an option in favor of the Corporation to purchase these Shares in certain instances. The Corporation will furnish without charge a copy of the Agreement to THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER THE TERMS OF AN AGREEMENT ENTERED INTO BY THIS cOMPANY AND ITS sTOCKHOLDERS WHICH PROVIDES FOR, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE cOMPANY AND ITS sTOCKHOLDERS TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCES. tHE cOMPANY WILL FURNISH WITHOUT CHARGE A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE UPON ON WRITTEN REQUEST TO THE sECRETARY SECRETARY OF THE cOMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGIS TERED OFFICECorporation at its principal place of business. In addition, each Share certificate representing These Shares now are subject to the provisions of a Shareholders’ Agreement that may provide for management of the Corporation in a manner different than in other corporations and may subject a Shareholder to certain obligations or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any liabilities not otherwise imposed on shareholders in other applicable laws or regulations, including, without limitation, legends substantially as follows: THE SECURITIES EVIDENCED HEREBY corporations. THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT SECURITIES ACT OF 1933, AS AMENDED ("aCT"THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, PLEDGED, OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE aCT SECURITIES ACT AND SUCH STATE SECURITIES LAWS OR UPON ON DELIVERY TO THE cOMPANY THIS CORPORATION OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS CORPORATION HAS ELECTED TO BE TAXED AS AN “C” CORPORATION FOR FEDERAL INCOME TAX PURPOSES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). ANY SALE, TRANSFER, OR OTHER FORM OF DISPOSITION OF THESE SHARES THAT WOULD CAUSE THIS CORPORATION TO LOSE ITS STATUS AS AN “S” CORPORATION UNDER THE CODE IS VOID.

Endorsements on Stock Certificates. Each share certificate representing Shares now owned or hereafter owned by the Stockholders or any transferee shall be conspicuously endorsed substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER THE TERMS OF AN AGREEMENT ENTERED INTO BY THIS cOMPANY COMPANY AND ITS sTOCKHOLDERS STOCKHOLDERS WHICH PROVIDES FOR, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE cOMPANY COMPANY AND ITS sTOCKHOLDERS STOCKHOLDERS TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCES. tHE cOMPANY THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF SUCH AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE sECRETARY SECRETARY OF THE cOMPANY COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGIS TERED REGISTERED OFFICE. In addition, each Share certificate representing Shares now or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any other applicable laws or regulations, including, without limitation, legends substantially as follows: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT SECURITIES ACT OF 1933, AS AMENDED ("aCTACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE aCT ACT AND SUCH STATE LAWS OR UPON DELIVERY TO THE cOMPANY COMPANY OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY COMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Endorsements on Stock Certificates. Each share certificate All certificates representing the Class C Shares now owned or hereafter owned by will be endorsed with the Stockholders or any transferee shall be conspicuously endorsed substantially as followsfollowing legends: "THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER THE TERMS OF AN A STOCKHOLDERS' AGREEMENT ENTERED INTO BY THIS cOMPANY AMONG THE CORPORATION AND ITS sTOCKHOLDERS STOCKHOLDERS DATED MAY 21, 2004 (THE "AGREEMENT"), WHICH PROVIDES FORAGREEMENT, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE cOMPANY CONTAINS RESTRICTIONS ON TRANSFER AND ITS sTOCKHOLDERS CERTAIN REPURCHASE RIGHTS WITH RESPECT TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCESSUCH STOCK. tHE cOMPANY WILL FURNISH WITHOUT CHARGE A COPY OF THE AGREEMENT IS ON FILE WITH THE CORPORATION, AND ANY ATTEMPTED TRANSFER OR PLEDGE IN VIOLATION OF THE TERMS OF SUCH AGREEMENT TO IS NULL AND VOID. SUCH AGREEMENT MAY BE INSPECTED AT THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE sECRETARY PRINCIPAL OFFICE OF THE cOMPANY AT ITS PRINCIPAL PLACE OF CORPORATION DURING NORMAL BUSINESS OR REGIS TERED OFFICEHOURS. In addition, each Share certificate representing Shares now or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any other applicable laws or regulations, including, without limitation, legends substantially as follows: THE THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "aCTACT"), ) OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES. THEY MAY NOT BE OFFERED OR SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER ANY THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED LAWS OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH UNLESS EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF ARE AVAILABLE FOR THE TRANSACTION, AS ESTABLISHED TO THE SATISFACTION OF THE aCT AND SUCH STATE LAWS OR UPON DELIVERY TO THE cOMPANY OF AN CORPORATION, BY OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLEOR OTHERWISE."

Endorsements on Stock Certificates. Each share certificate All certificates representing the Class A Shares now owned or hereafter owned by will be endorsed with the Stockholders or any transferee shall be conspicuously endorsed substantially as followsfollowing legends: "THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER MAY BE TRANSFERRED OR PLEDGED ONLY IN ACCORDANCE WITH THE TERMS OF AN A STOCKHOLDERS' AGREEMENT ENTERED INTO BY THIS cOMPANY AMONG THE CORPORATION, ITS STOCKHOLDERS AND ITS sTOCKHOLDERS WHICH PROVIDES FORLIBERTY MEDIA CORPORATION DATED APRIL 24, AMONG OTHER THINGS2000, AN OPTION IN FAVOR OF THE cOMPANY AND ITS sTOCKHOLDERS TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCES. tHE cOMPANY WILL FURNISH WITHOUT CHARGE A COPY OF WHICH IS ON FILE WITH THE CORPORATION, AND ANY ATTEMPTED TRANSFER OR PLEDGE IN VIOLATION OF THE TERMS OF SUCH AGREEMENT TO IS NULL AND VOID. SUCH AGREEMENT MAY BE INSPECTED AT THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE sECRETARY PRINCIPAL OFFICE OF THE cOMPANY AT ITS PRINCIPAL PLACE OF CORPORATION DURING NORMAL BUSINESS OR REGIS TERED OFFICEHOURS. In addition, each Share certificate representing Shares now or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any other applicable laws or regulations, including, without limitation, legends substantially as follows: THE THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "aCTACT"), ) OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN PURCHASED FOR INVESTMENT PURPOSES. THEY MAY NOT BE OFFERED OR SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER ANY THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED LAWS OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH UNLESS EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF ARE AVAILABLE FOR THE TRANSACTION, AS ESTABLISHED TO THE SATISFACTION OF THE aCT AND SUCH STATE LAWS OR UPON DELIVERY TO THE cOMPANY OF AN COMPANY, BY OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLEOR OTHERWISE."

Endorsements on Stock Certificates. Each share certificate All certificates representing the Class B Shares now owned or hereafter owned by will be endorsed with the Stockholders or any transferee shall be conspicuously endorsed substantially as followsfollowing legends: "THE SECURITIES STOCK REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER THE TERMS OF AN A STOCKHOLDERS' AGREEMENT ENTERED INTO BY THIS cOMPANY AMONG THE CORPORATION AND ITS sTOCKHOLDERS STOCKHOLDERS DATED MAY 21, 2004 (THE "AGREEMENT"), WHICH PROVIDES FORAGREEMENT, AMONG OTHER THINGS, AN OPTION IN FAVOR OF THE cOMPANY CONTAINS RESTRICTIONS ON TRANSFER AND ITS sTOCKHOLDERS CERTAIN REPURCHASE RIGHTS WITH RESPECT TO PURCHASE THESE SECURITIES IN CERTAIN INSTANCESSUCH STOCK. tHE cOMPANY WILL FURNISH WITHOUT CHARGE A COPY OF THE AGREEMENT IS ON FILE WITH THE CORPORATION, AND ANY ATTEMPTED TRANSFER OR PLEDGE IN VIOLATION OF THE TERMS OF SUCH AGREEMENT TO IS NULL AND VOID. SUCH AGREEMENT MAY BE INSPECTED AT THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE sECRETARY PRINCIPAL OFFICE OF THE cOMPANY AT ITS PRINCIPAL PLACE OF CORPORATION DURING NORMAL BUSINESS OR REGIS TERED OFFICEHOURS. In addition, each Share certificate representing Shares now or subsequently owned by the Stockholders or any transferee shall bear such legends as may be required by the Delaware General Corporation Law, as amended, the Code and any other applicable laws or regulations, including, without limitation, legends substantially as follows: THE THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL sECURITIES aCT SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "aCTACT"), ) OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES. THEY MAY NOT BE OFFERED OR SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER ANY THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED LAWS OR OTHERWISE HYPOTHECATED EXCEPT IN ACCORDANCE WITH UNLESS EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF ARE AVAILABLE FOR THE TRANSACTION, AS ESTABLISHED TO THE SATISFACTION OF THE aCT AND SUCH STATE LAWS OR UPON DELIVERY TO THE cOMPANY OF AN CORPORATION, BY OPINION OF LEGAL COUNSEL SATISFACTORY TO THE cOMPANY THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLEOR OTHERWISE."