Legended Securities Sample Clauses

The "Legended Securities" clause defines the requirements and restrictions for securities that bear a legend, typically indicating that they are subject to certain transfer limitations under securities laws. In practice, this clause specifies that such securities cannot be freely transferred or sold unless specific conditions are met, such as registration under applicable laws or the availability of an exemption. For example, shares issued in a private placement may carry a legend stating they cannot be resold without registration or an opinion of counsel. The core function of this clause is to ensure compliance with securities regulations and to prevent unauthorized or unlawful transfers of restricted securities.
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Legended Securities. Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.
Legended Securities. Each certificate for a Note will bear the legend contained inTransfer Restrictions” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
Legended Securities. Each certificate for a Security will bear the legend contained inTransfer Restrictions” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
Legended Securities. Each certificate for a Security will bear the applicable legend(s) contained inNotice to investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.
Legended Securities. Each certificate for a Note will bear the legend contained inTransfer Restrictions” in the Pricing Disclosure Package and the Offering Memorandum for the time period and upon the other terms stated in the Pricing Disclosure Package and the Offering Memorandum.
Legended Securities. The Investor understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Preferred Shares shall be represented by a certificate bearing the following legend (the “Securities Act Legend”): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD (I) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY OR (III) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. The foregoing Securities Act Legend shall be promptly removed from Preferred Shares and the Company shall issue, or cause to be issued, to the Investor a certificate for such Preferred Shares without such legend or any other legend, or, if so requested by the Investor, by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”), if one of the following conditions is met: (a) such Preferred Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations; (b) in connection with a sale, assignment or other transfer of such Preferred Shares, the Investor provides the Company with an opinion of counsel, in a generally acceptable form to the Company and its transfer agent, to the effect that such sale, assignment or transfer of such Preferred Shares may be made without registration under the applicable requirements of the Securities Act and that the legend can be removed from the Preferred Shares; or (c) the Preferred Shares are registered and sold pursuant to an effective registration statement for resale under the Securities Act.
Legended Securities. Each certificate for a Security will bear the legend contained in "Notice to Investors" in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum. The Representatives on behalf of the several Initial Purchasers may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.
Legended Securities. Each global certificate representing a Note will bear the legend contained inNotice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum. The Representatives, on behalf of the several Initial Purchasers may, in their sole discretion, waive in writing the performance by the Company or any Initial Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
Legended Securities. Such Investor understands and acknowledges that, upon the original issuance thereof and until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Company and its transfer agent shall make such notation in the stock book and transfer records of the Company as may be necessary to record that the Unsubscribed Shares and Investor Exchange Shares have not been registered under the Securities Act and that the Unsubscribed Shares, Investor Offered Shares, and Investor Exchange Shares may not be resold without registration under the Securities Act or pursuant to an exemption from the registration requirements thereof.
Legended Securities. Each certificate for a Note will bear the legend contained in Section 7(c). The Representative, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Issuer or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.