Common use of Legend on Securities Clause in Contracts

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Beneficially Owned by the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) on the face thereof: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24, 2019, BY AND BETWEEN THE CXXXXXX SXXXXX CORPORATION AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Beneficially Owned by the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) on the face thereof: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24, 2019, BY AND BETWEEN THE CXXXXXX SXXXXX XXXXXXX XXXXXX CORPORATION AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX XXXXXXX XXXXXX CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. (a) The Company Securities issued to and the Stockholder Holders acknowledge and its Affiliates in -------------------- agree that the Merger following legends shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each appear on each certificate or book-entry notation representing shares of Company Securities Beneficially Owned by the Stockholder or evidencing any of its Affiliates and subject to the terms Investor Shares held at any time by any of this Agreement shall bear the following legend (Holders or their Permitted Transferees until such Investor Shares are registered under the “Legend”) on the face thereofSecurities Act: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. THE SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTINGTHE PROVISIONS OF A CERTAIN STOCKHOLDERS' AGREEMENT, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 24APRIL 17, 2019, BY AND BETWEEN THE CXXXXXX SXXXXX CORPORATION AND THE TORONTO-DOMINION BANK1997, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”)TIME, COPIES INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF WHICH SUCH AGREEMENT ARE ON FILE IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX CORPORATIONCOMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Common Stock Beneficially Owned by the Stockholder a Shareholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) legends on the face thereof: “"THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT A CERTAIN STOCKHOLDER SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 24SEPTEMBER 14, 20192005, BY AMONG CERTEGY INC. (THE "COMPANY") AND BETWEEN THE CXXXXXX SXXXXX CORPORATION AND THE TORONTO-DOMINION BANKCERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX CORPORATIONCOMPANY.” “THE SHARES REPRESENTED BY " "THIS CERTIFICATE MAY SECURITY HAS NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLEAVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).”"

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Voting Securities Beneficially Owned by the Stockholder TD, any R Party, or any of its their respective Affiliates and subject to the terms of this Agreement shall bear the following legend legends (the “LegendLegends”) on the face thereof, to the extent applicable: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 24JUNE 22, 20192005, BY AND BETWEEN AMONG TD AMERITRADE HOLDING CORPORATION, THE CXXXXXX SXXXXX CORPORATION STOCKHOLDERS LISTED ON SCHEDULE A THERETO, AND THE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX TD AMERITRADE HOLDING CORPORATION.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION THEY HAVE BEEN REGISTERED UNDER THE SECURITIES THAT ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Company Securities Common Stock Beneficially Owned by the Stockholder a Shareholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) legends on the face thereof: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT A CERTAIN STOCKHOLDER SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 24SEPTEMBER 14, 20192005, BY AMONG CERTEGY INC. (THE “COMPANY”) AND BETWEEN THE CXXXXXX SXXXXX CORPORATION AND THE TORONTO-DOMINION BANKCERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX CORPORATIONCOMPANY.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY SECURITY HAS NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLEAVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).”

Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares Capital Stock of the Company Securities Beneficially Owned by the Stockholder Buyer Parties or any of its their respective Affiliates and subject to the terms of this Agreement shall bear the following legend (the “Legend”) on the face thereof, together with any additional legends required under the Stock Purchase Agreement or under Applicable Law: “THE PLEDGE, SALE, ASSIGNMENT, TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED HEREBY ARE BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON VOTINGAND LIMITATIONS CONTAINED IN A STOCKHOLDERS’ AGREEMENT, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN THAT CERTAIN STOCKHOLDER AGREEMENT DATED AS OF NOVEMBER 247, 20192016, BY AND BETWEEN AMONG THE CXXXXXX SXXXXX CORPORATION ISSUER OF THESE SECURITIES, THE HOLDER OF THIS CERTIFICATE AND THE TORONTO-DOMINION BANKOTHER PARTIES NAMED THEREIN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME AMENDED, SUPPLEMENTED, RESTATED OR MODIFIED (THE “STOCKHOLDERS’ AGREEMENT”), COPIES A COPY OF WHICH AGREEMENT ARE IS ON FILE AT IN THE PRINCIPAL OFFICE OF THE CXXXXXX SXXXXX CORPORATION.” “SECRETARY OF THE SHARES ISSUER. ANY ATTEMPTED TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT IN VIOLATION OF THE STOCKHOLDERS’ AGREEMENT SHALL BE TRANSFERRED OR OTHERWISE DISPOSED NULL, VOID AND OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLENO EFFECT.”