Common use of Legend on Shares Clause in Contracts

Legend on Shares. Each certificate for shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear substantially the following legend (and any additional legend required under the Securities Act or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THIS CORPORATION, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holders.

Legend on Shares. Each Warrant certificate and certificate for shares of Stock Shares initially issued upon exercise of this Warrantthe Warrants shall bear the following legend, unless unless, at the time of exercise exercise, such shares Shares are registered under the Securities Act, shall bear substantially the following legend (and any additional legend required subject to a currently effective registration statement under the Securities Act or otherwiseof 1933, as amended (the "Act"): “"THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT EFFECTIVE UNDER OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR (II) COMPANY THAT AN EXEMPTION FROM THE SUCH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THIS CORPORATION, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS IN COMPLIANCE WITH SECTION 4 OF THE SECURITIES ACT. AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED, IF APPLICABLE TO SUCH TRANSFER." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act Act, of the securities represented thereby) shall also bear such the above legend unless, in the opinion of counsel for the Company's counsel, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holderssuch restrictions.

Legend on Shares. Each certificate for shares of Stock The Merger Shares issuable in the Merger shall be issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, in book-entry form and shall bear substantially include the following legend (and the “Legend”) (along with any additional legend other legends that may be required under the Securities Act or otherwiseapplicable Legal Requirements): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY HAVE NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT EFFECTIVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR (II) IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EXEMPTION FROM THE EFFECTIVE REGISTRATION REQUIREMENTS STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND AN OPINION OF COUNSEL1933, REASONABLY ACCEPTABLE TO THIS CORPORATIONAS AMENDED.” Parent shall, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Any certificate issued and shall cause its transfer agent to, reissue any Merger Shares in book-entry form without the Legend (or any similar restrictive notation, as applicable) promptly upon request by the holder thereof at any time after the restrictions described in exchange or substitution for any certificate bearing the Legend cease to be applicable, including, as applicable, when such legend (except a new certificate issued upon completion of a public distribution securities may be sold without restrictions pursuant to a registration statement Rule 144 under the Securities Act of the securities represented thereby) or pursuant to an effective registration statement. Such holder shall also bear provide such legend unless, in the opinion of counsel for the Company, the securities represented thereby need certificates or other agreements as Parent reasonably requests to confirm that such restrictions no longer apply as a condition to removing the Legend, but it shall not require any holder to cause to be subject delivered to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent HoldersParent any legal opinion relating to such Legend removal.

Legend on Shares. Each certificate for shares of Stock issued upon exercise of this Warrant, unless at representing any Shares shall be endorsed by the time of exercise such shares are registered under the Securities Act, shall bear Company with a legend reading substantially the following legend (and any additional legend required under the Securities Act or otherwise): as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY ARE SUBJECT TO A VOTING PROXY AND WAIVER AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING PROXY AND THAT WAIVER AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”OWNERSHIP SET FORTH THEREIN.” The Company agrees that it will cause the certificates evidencing the Shares to bear the legend required by this Section 7(f), OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND AN OPINION OF COUNSELand it shall supply, REASONABLY ACCEPTABLE TO THIS CORPORATIONfree of charge, STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Any certificate issued at a copy of the Proxy and this Agreement to any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion holder of a public distribution pursuant certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 7(f) and/or the failure by the Company to supply, free of charge, a copy of the Proxy and this Agreement, shall not affect the validity or enforcement of the Proxy or this Agreement. Notwithstanding the foregoing, the Company shall cause the legend set forth in this Section 7(f) to be removed promptly upon request (and in any event within five business days of such request) in the event such Shares are Transferred in an Exempt Transfer under Section 5(d), other than an Exempt Transfer to a registration statement under the Securities Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent HoldersPermitted Holder.