Common use of Legend and Stop Transfer Order Clause in Contracts

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of Investor and Shareholder hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the legend set forth below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Investor Group or the Shareholder Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of either such group: "The shares represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended (the "Act") or any state securities laws of any jurisdiction. No sale, offer to sell, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate may be made unless a registration statement under the Act with respect to such shares is then in effect or an exemption from the registration requirements of the Act is available with respect to said transfer and the requirements of applicable state laws are satisfied. The sale, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate is subject to certain restrictions pursuant to an Investment Agreement dated April 19, 1999 and a Shareholders Agreement dated December 22, 1998, in each case, by and among the Company and certain of its shareholders, copies of which may be obtained from the Company upon request." The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Investor Group or the Shareholder Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of Investor and Shareholder hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the legend set forth below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Investor Group or the Shareholder Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of either such group: "The shares represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended (the "Act") or any state securities laws of any jurisdiction. No sale, offer to sell, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate may be made unless a registration statement under the Act with respect to such shares is then in effect or an exemption from the registration requirements of the Act is available with respect to said transfer and the requirements of applicable state laws are satisfied. The sale, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate is subject to certain restrictions pursuant to an Investment Agreement dated April 19June 29, 1999 1998 and a Shareholders Agreement dated December 22June 29, 1998, in each case, by and among the Company and certain of its shareholders, copies of which may be obtained from the Company upon request." The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Investor Group or the Shareholder Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of Investor and Shareholder hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the legend set forth below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Investor Group or the Shareholder Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of either such group: "The shares represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended (the "Act") or any state securities laws of any jurisdiction. No sale, offer to sell, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate may be made unless a registration statement under the Act with respect to such shares is then in effect or an exemption from the registration requirements of the Act is available with respect to said transfer and the requirements of applicable state laws are satisfied. The sale, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate is subject to certain restrictions pursuant to an Investment Agreement dated April 19December 22, 1999 1998 and a Shareholders Agreement dated December 22, 1998, in each case, by and among the Company and certain of its shareholders, copies of which may be obtained from the Company upon request." The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Investor Group or the Shareholder Group in compliance with the provisions of this Agreement.

Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of Investor and Shareholder the Investors hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the applicable legend set forth specified below on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Investor Group or the Shareholder GroupManagement Investors, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of either such group: "The shares represented by this certificate have not been registered under the Federal Securities Act of 1933, as amended (the "Act") or any state securities laws of any jurisdictionManagement Investor. No sale, offer to sell, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate may be made unless a registration statement under the Act with respect to such shares is then in effect or an exemption from the registration requirements of the Act is available with respect to said transfer and the requirements of applicable state laws are satisfied. The sale, assignment, pledge, hypothecation, gift, transfer or other disposition of the shares represented by this certificate is subject to certain restrictions pursuant to an Investment Agreement dated April 19, 1999 and a Shareholders Agreement dated December 22, 1998, in each case, by and among the Company and certain of its shareholders, copies of which may be obtained from the Company upon request." The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Management Investor Group or the Shareholder Group in compliance with the provisions of this Agreement. Certificates representing any Shares or Warrant Shares held by any Investor shall contain a legend, in substantially the following form: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Investment Agreement dated as of April 28, 2000, and the Co-Sale and Voting Agreement dated as of April 28, 2000, in each case, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith."