Common use of Legend on Certificates; Entry of Stop Transfer Orders Clause in Contracts

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Founder Stockholder agrees that each outstanding certificate representing any Founder Shares that are subject to this Agreement shall bear an endorsement noted conspicuously on each such certificate reading substantially as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933. No transfer of such securities may be made without an opinion of counsel, satisfactory to the Company, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfer. The securities represented by this certificate are subject to the provisions of an agreement dated as of August [ ], 1999 among the Company and certain persons listed on Schedules I and II to such agreement, a copy of which is on file at the principal executive office of the Company, and such securities may be sold, assigned, pledged or otherwise transferred only in accordance with such agreement."

Appears in 2 contracts

Samples: Stockholders Agreement (Neuberger Berman Inc), Stockholders Agreement (Neuberger Berman Inc)

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Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Founder Stockholder agrees that each outstanding certificate representing any Founder Shares Covered Securities that are subject to this Agreement shall bear an endorsement noted conspicuously on each such certificate reading substantially as follows: "The securities represented evidenced by this certificate were issued without registration have not been registered under the Securities Act of 1933. No transfer , as amended (the "Act"), or under any state securities law and may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement with respect thereto under the Act and any applicable state securities may be made without law, or the receipt by the Company of an opinion of counsel, reasonably satisfactory to the Company, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfernot required. The securities represented by this certificate are subject to the provisions of an agreement a Stockholders' Agreement dated as of August [ ]__, 1999 among the Company and certain persons listed on Schedules I and II to such agreement, a copy of which is on file at the principal executive office of the Company, and such securities may be sold, assigned, pledged or otherwise transferred only in accordance with such agreement."

Appears in 1 contract

Samples: Stockholders' Agreement (Labranche & Co Inc)

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Founder Stockholder agrees that each outstanding certificate representing any Founder Shares that are subject to this Agreement shall bear an endorsement noted conspicuously on each such certificate reading substantially as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933. No transfer of such securities may be made without an opinion of counsel, satisfactory to the Company, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfer. The securities represented by this certificate are subject to the provisions of an agreement dated as of August [ ]October 31, 1999 2003 among the Company and certain persons listed on Schedules I and II to such agreement, a copy of which is on file at the principal executive office of the Company, and such securities may be sold, assigned, pledged or otherwise transferred only in accordance with such agreement."

Appears in 1 contract

Samples: Stockholders Agreement (Lehman Brothers Holdings Inc)

Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Founder Stockholder agrees that each outstanding certificate representing any Founder Shares Covered Securities that are subject to this Agreement shall bear an endorsement noted conspicuously on each such certificate reading substantially as follows: "The securities represented evidenced by this certificate were issued without registration have not been registered under the Securities Act of 1933. No transfer , as amended (the "Act"), or under any state securities law and may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement with respect thereto under the Act and any applicable state securities may be made without law, or the receipt by the Company of an opinion of counsel, reasonably satisfactory to the Company, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfernot required. The securities represented by this certificate are subject to the provisions of an agreement a Stockholders' Agreement dated as of August [ ]24, 1999 among the Company and certain persons listed on Schedules Schedule I and II to such agreement, a copy of which is on file at the principal executive office of the Company, and such securities may be sold, assigned, pledged or otherwise transferred only in accordance with such agreement."

Appears in 1 contract

Samples: Stockholders' Agreement (Labranche George M L Iv)

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Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Founder Stockholder agrees that each outstanding certificate representing any Founder Shares Covered Securities that are subject to this Agreement shall bear an endorsement noted conspicuously on each such certificate reading substantially as follows: "The securities represented evidenced by this certificate were issued without registration have not been registered under the Securities Act of 1933. No transfer , as amended (the "Act"), or under any state securities law and may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of such an effective registration statement with respect thereto under the Act and any applicable state securities may be made without law, or the receipt by the Company of an opinion of counsel, reasonably satisfactory to the Company, that such transfer may properly be made without registration under the Securities Act of 1933 or that such securities have been so registered under a registration statement which is in effect at the date of such transfernot required. The securities represented by this certificate are subject to the provisions of an agreement a Stockholders' Agreement dated as of August [ ]__, 1999 among the Company and certain persons listed on Schedules Schedule I and II to such agreement, a copy of which is on file at the principal executive office of the Company, and such securities may be sold, assigned, pledged or otherwise transferred only in accordance with such agreement."

Appears in 1 contract

Samples: Stockholders' Agreement (Labranche & Co Inc)

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