Common use of Legend Requirements Clause in Contracts

Legend Requirements. Each certificate representing the Securities issued to a Foreign Investor shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”

Legend Requirements. Each certificate representing The Purchaser acknowledges and agrees that the Common Stock to be issued pursuant to the Agreement initially will not be registered under the Securities issued to a Foreign Investor shall (unless otherwise permitted by Act in reliance on an the provisions exemption from the registration requirements of Section 5 of the AgreementSecurities Act set forth in Section 4(2) be stamped or otherwise imprinted with a legend substantially similar to the following (in thereof. In addition to any legend required under imposed by applicable state securities laws or laws, the Purchaser agrees that the certificates representing the Shares issued pursuant to the Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Company's transfer agent), stating as provided elsewhere in this Agreement): “follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND . THESE SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS EFFECTIVE COVERING SUCH TRANSFER OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE (II) THERE IS AN OPINION OF COUNSEL IN FORM AND SUBSTANCE COUNSEL, SATISFACTORY TO THE ISSUER TO COMPANY, OR NO-ACTION LETTER FROM THE EFFECT SECURITIES AND EXCHANGE COMMISSION THAT ANY PROPOSED TRANSFER OR RESALE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACTAVAILABLE.”

Legend Requirements. Each certificate representing the Securities issued to a Foreign Investor shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement): “"THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”"

Legend Requirements. Each certificate representing the Securities issued to a Foreign Investor Shares shall (unless otherwise permitted by the provisions of the this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement): “"THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACT. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT.”"

Legend Requirements. Each certificate representing Holder acknowledges and agrees that the Common Stock to be issued pursuant to the Purchase Agreement initially will not be registered under the Securities issued to a Foreign Investor shall (unless otherwise permitted by Act in reliance on an the provisions exemption from the registration requirements of Section 5 of the AgreementSecurities Act set forth in Section 4(2) be stamped or otherwise imprinted with a legend substantially similar to the following (in thereof. In addition to any legend required under imposed by applicable state securities laws or laws, each Holder agrees that the certificates representing the shares of Common Stock issued pursuant to the Purchase Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Company's transfer agent), stating as provided elsewhere in this Agreement): “follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND . THESE SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS EFFECTIVE COVERING SUCH TRANSFER OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE (II) THERE IS AN OPINION OF COUNSEL IN FORM AND SUBSTANCE COUNSEL, SATISFACTORY TO THE ISSUER TO COMPANY, OR NO-ACTION LETTER FROM THE EFFECT SECURITIES AND EXCHANGE COMMISSION THAT ANY PROPOSED TRANSFER OR RESALE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACTAVAILABLE.”