Common use of Issuance of Share Certificates Clause in Contracts

Issuance of Share Certificates. The issued and outstanding Shares will be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Shares or pursuant to any agreement among the Members and the Company, each such Share certificate will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF MAY 14, 2007, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE MEMBERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT.

Issuance of Share Certificates. The issued Executive will enjoy full ownership rights in connection with the Equity Strip, including voting rights and outstanding Shares the right to receive dividends when declared and paid. Share certificates for the shares of Common Stock and Preferred Stock subject to the Equity Strip will be represented issued in the name of the Executive but will be held by certificatesHoldings until such time as the Executive makes a valid disposition of such shares in accordance with the terms and provisions set forth herein and in the Stockholders Agreement and Security Agreement. In addition Each such share certificate will contain a legend in the form below indicating that it has not been registered under the Securities Act of 1933, as amended, and that the shares are subject to any other legend required with respect to a particular class, group or series of Shares or pursuant to any agreement among transfer restrictions set forth in the Members Stockholders Agreement and the CompanySecurity Agreement: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, each such Share certificate will bear the following legend: AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT AMONG SMG-II HOLDINGS CORPORATION AND THE OTHER PARTIES THERETO AND THE SECURITY AGREEMENT BETWEEN THE HOLDER AND SMG-II HOLDINGS CORPORATION. COPIES OF THE ABOVE-REFERENCED AGREEMENTS ARE ON FILE AT THE OFFICES OF SMG-II HOLDINGS CORPORATION AT 000 XXXXX XXXX, WOODBRIDGE, NEW JERSEY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF MAY 14, 2007, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE MEMBERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENTUNDER SAID ACT.

Issuance of Share Certificates. The Company shall not be required to issue or deliver any certificate for Shares issuable upon the exercise of the Option unless (a) the issuance of such shares has been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or counsel to the Company shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereover, and (c), if applicable, permission for the listing of such Shares shall have been given by any national securities exchange on which the Common Stock of the Company is at the time listed. The Company may place a "stop transfer" order with its transfer agent and place a restrictive legend on any stock certificate evidencing Shares issued on exercise of the Option. Optionee agrees to the imprinting, so long as the Company determines is required under applicable federal and outstanding state securities laws, of a legend on any stock certificate evidencing the Shares will be represented by certificates. In addition to any other legend required with respect to a particular class, group or series of Shares or pursuant to any agreement among the Members and the Company, each such Share certificate will bear in substantially the following legendform: THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATESTATE LAW. THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED EXCEPT PURSUANT TO OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER SUCH THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS LAW OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF THE COMPANY'S COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT. THE SALEOptionee agrees that any removal of the restrictive legend from certificates representing the Shares, ASSIGNMENTwhich removal shall first be authorized by the Company, HYPOTHECATIONis predicated on the Company's reliance on, PLEDGEand Optionee's agreement, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTthat it will not sell any Shares except pursuant to either the registration requirements of the Act or an exemption therefrom. If required by the Company, DATED AS OF MAY 14, 2007, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE MEMBERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENTOptionee shall pay the Company's reasonable expenses in connection with a request to remove such legend.

Issuance of Share Certificates. The issued Subject to SECTION 1.1, upon surrender of this Warrant, delivery of a duly completed and outstanding executed form of Notice of Exercise and payment of the applicable Exercise Price, the Company shall issue certificates representing the Warrant Shares will be represented by certificates("SHARE CERTIFICATES") in the name of the tendering Warrantholder or its designee and deliver the Share Certificates to the tendering Warrantholder or its designee. In addition to case of any other partial exercise of this Warrant, the Company will cancel this Warrant upon surrender hereof and will execute and deliver a new Warrant of like tenor and date for the balance of the Warrant Shares purchasable hereunder. If the securities of the Company deliverable upon exercise of this Warrant have not been registered for resale under the 1933 Act, any Share Certificate delivered shall bear appropriate private placement legends thereon, including, without limitation, a legend required with respect to a particular class, group or series of Shares or pursuant to any agreement among the Members and the Company, each such Share certificate will bear in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"), OR THE ANY STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE 1933 ACT OR SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO UNLESS AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF MAY 14, 2007, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE MEMBERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENTAVAILABLE."