Common use of Legend on Securities Clause in Contracts

Legend on Securities. The following legend shall be typed on each certificate evidencing any of the securities issued under this Agreement and held at any time by the Investors and the Rollover Stockholders: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.

Appears in 2 contracts

Samples: Major Stockholder Contribution and Exchange Agreement, Escrow Agreement (Open Link Financial, Inc.)

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Legend on Securities. The Company, the Preferred Investors and the Stockholders acknowledge and agree that the following legend shall be typed on each certificate evidencing any of the securities issued under this Agreement and held at any time by any of the Investors and the Rollover StockholdersStockholders or their Permitted Transferees: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR ANY STATE SECURITIES LAWSRESALE, AND MAY NOT BE OFFEREDSOLD, SOLD MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR THE AVAILABILITY OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE REQUIREMENTS. THESE SECURITIES LAWSARE ALSO SUBJECT TO THE PROVISIONS OF A CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF DECEMBER __, 1996, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stockholders' Agreement (Teletrac Inc /De)

Legend on Securities. The Company, Buyer and the Founder acknowledge and agree that the following legend shall be typed on each certificate evidencing any of the securities issued under this Agreement and hereunder held at any time by Buyer or the Investors and the Rollover StockholdersFounder: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 (THE "ACT"), OR ANY STATE SECURITIES LAWS, OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO (I) AN EFFECTIVE A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES ACT OF 1933, AS AMENDED, AND (3) IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AND BLUE SKY LAWS. THE SECURITIES LAWSREPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS' AGREEMENT DATED AS OF FEBRUARY 18, 1998, INCLUDING THEREIN CERTAIN RESTRICTIONS ON TRANSFER. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stock Purchase and Redemption Agreement (Fargo Electronics Inc)

Legend on Securities. The Company and the Holders acknowledge and -------------------- agree that the following legend legends shall be typed appear on each certificate evidencing any of the securities issued Shares held by any of the Holders or their Permitted Transferees until such Shares are registered under this Agreement and held at any time by the Investors and the Rollover StockholdersSecurities Act: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED EXCEPT PURSUANT TO (I1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) AN EFFECTIVE AVAILABLE EXEMPTION FROM SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF 1933A CERTAIN STOCKHOLDERS' AGREEMENT, DATED AS OF JUNE 26, 1997, AS AMENDEDAMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.CORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE. [End of Text]

Appears in 1 contract

Samples: Stockholders' Agreement (Mac-Gray Corp)

Legend on Securities. The Company and the Investors acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued under this Agreement and hereunder held at any time by the Investors and the Rollover Stockholdersan Investor: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO (I) AN EFFECTIVE A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES ACT OF 1933, AS AMENDED, AND (3) IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AND BLUE SKY LAWS. THE SECURITIES LAWSREPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AND SHAREHOLDERS AGREEMENT DATED AS OF AUGUST 28, 1998. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stock Purchase and Shareholders Agreement (Be Free Inc)

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Legend on Securities. The Company and the Investor acknowledge and -------------------- agree that the following legend shall be typed on each certificate evidencing any of the securities issued under this Agreement and hereunder held at any time by the Investors and the Rollover Stockholdersan Investor: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO (I) AN EFFECTIVE A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES ACT OF 1933, AS AMENDED, AND (3) IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AND BLUE SKY LAWS. THE SECURITIES LAWSREPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29, 1998. A COMPLETE AND CORRECT COPY OF THIS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stock Purchase Agreement (Be Free Inc)

Legend on Securities. The Company and Amun acknowledge and agree that the following legend legends shall be typed on each certificate evidencing any of the securities issued under this Agreement and Acquired Shares held at any time by the Investors and the Rollover StockholdersAmun: THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, AND MAY NOT BE OR UNLESS OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT UNDER REQUIREMENTS OF THOSE LAWS. THE SECURITIES ACT REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF 1933A CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF JULY 28, 2011, AS AMENDED, SUCH MAY BE AMENDED AND/OR RESTATED IN ACCORDANCE WITH ITS TERMS. A COMPLETE AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSCORRECT COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stockholders Agreement (Harbor BioSciences, Inc.)

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