Common use of Legend Stop Transfer Instructions Clause in Contracts

Legend Stop Transfer Instructions. MCBA understands and agrees ---------------------------------- that: (a) the STG Common Stock will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. ; and (b) stop transfer instructions will be given to STG's transfer agent with respect to certificates evidencing the STG Common Stock. STG agrees to remove promptly such stop transfer instructions and legend upon full compliance with this Agreement by the undersigned, including, without limitation, a sale or transfer of STG Common Stock in accordance with Rules 144 and 145.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Savoir Technology Group Inc/De)

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Legend Stop Transfer Instructions. MCBA Star understands and agrees ---------------------------------- that:: ---------------------------------- (a1) the STG WMT Common Stock will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. ; and (b2) stop transfer instructions will be given to STGWMT's transfer agent with respect to certificates evidencing the STG Common StockWMT Common. STG WMT agrees to remove promptly such stop transfer instructions and legend upon full compliance with this Agreement by the undersigned, including, without limitation, a sale or transfer of STG WMT Common Stock in accordance with Rules 144 and 145.

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Micro Technology Inc)

Legend Stop Transfer Instructions. MCBA Stockholder 2 understands and ---------------------------------- agrees ---------------------------------- that: (a) the STG Common Stock WMT Shares issued to Stockholder 2 will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. ; and (b) stop any applicable state blue-sky legends. Stop transfer instructions will be given to STGWMT's transfer agent with respect to certificates evidencing the STG Common StockWMT Shares. STG WMT agrees to remove promptly such stop transfer instructions and legend upon full compliance with this Agreement by the undersigned, including, without limitation, a sale or transfer of STG Common Stock WMT Shares in accordance with Rules 144 and 145.

Appears in 1 contract

Samples: Stock Purchase Agreement (Western Micro Technology Inc)

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Legend Stop Transfer Instructions. MCBA TSI understands and agrees ---------------------------------- that: (a) the STG WMT Common Stock will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. ; and (b) stop transfer instructions will be given to STGWMT's transfer agent with respect to certificates evidencing the STG WMT Common Stock. STG WMT agrees to remove promptly such stop transfer instructions and legend upon full compliance with this Agreement by the undersigned, including, without limitation, a sale or transfer of STG WMT Common Stock in accordance with Rules 144 and 145.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Western Micro Technology Inc)

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