Legending of Certificates. Each Certificate shall bear a legend in substantially the following form, unless the Depositor determines otherwise in accordance with applicable law: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES. NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) ANY PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (II) A PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). BY ACCEPTING AND HOLDING A CERTIFICATE (OR INTEREST THE...
Legending of Certificates. Each Certificate shall bear a legend in substantially the form or the legends set forth in Exhibit A attached hereto, unless the Depositor determines otherwise in accordance with applicable law.
Legending of Certificates. If requested by Parent, the Stockholder agrees to submit to the Company contemporaneously with or as promptly as practicable following execution of this Agreement all certificates representing its Shares so that the Company may note thereon a legend, in form and substance reasonably satisfactory to Parent, referring to the Proxy and other rights granted to Parent by this Agreement.
Legending of Certificates. Each certificate for Warrant Shares or for any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel to the Company, setting forth the restrictions on transfer thereof contained in this Section 4.
Legending of Certificates. Each certificate representing any Issuable Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT, DATED AS OF APRIL 18, 1997, THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. SUCH STOCKHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, THAT THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED TO ANY PERSON WHO HAS NOT EXPRESSLY ASSUMED THE OBLIGATIONS OF SUCH AGREEMENT AND CONTAINS, AMONG OTHER PROVISIONS, PROVISIONS WHICH LIMIT THE TRANSFER OF THIS SECURITY. A COPY OF SUCH STOCKHOLDERS AGREEMENT IS AVAILABLE FROM THE PARENT UPON REQUEST."
Legending of Certificates. Each Certificate shall bear a legend in substantially the following form: THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION.
Legending of Certificates. Each Investor acknowledges and agrees that the Shares being issued in accordance with the Reorganization Agreement have not been registered under the Securities Act in reliance upon one or more exemptions from registration under the Securities Act and that the certificates evidencing the shares will bear the following restrictive legend: "The shares represented by this certificate were issued in connection with the merger described in that certain Agreement and Plan of Reorganization and related Agreement and Plan of Merger dated March 21, 1996, as amended, by and between Norwest Corporation ("Norwest") and Aman Collection Services, Inc. and are subject to certain restrictions on transfer set forth in that certain Investment Agreement dated as of July 31, 1996 and the shareholders named therein (the "Investment Agreement"), and were issued without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on one or more exemptions therefrom. These shares may not be sold or otherwise transferred except pursuant to a registration statement under the Securities Act, or upon receipt by Norwest Corporation of an opinion of counsel reasonably satisfactory to it that an exemption from registration under the Securities Act is available, and except in compliance with the Investment Agreement."
Legending of Certificates. (1) The Purchasers acknowledge that, in accordance with the requirements of U.S. Securities Laws, the certificates representing the Series B Preferred Shares to be issued pursuant to the terms of this Agreement (and the Common Shares issuable upon the conversion thereof) will be inscribed with the following restrictive legend:
Legending of Certificates. The certificates representing any Shares issued hereunder and any Shares issued upon exercise of any Warrants will bear an endorsement to the following effect: "The securities represented by this certificate are subject to a hold period and may not be traded in British Columbia until the expiry of the hold period, except as permitted by the Securities Act (British Columbia) and rules made under the Act. The hold period expires at 12:00 a.m. (midnight) on September 14, 1998."
Legending of Certificates. Each of the Sellers understand and agree that the certificates evidencing the Purchaser Shares will bear an appropriate legend evidencing the restricted nature of the Purchaser Shares and indicating that no transfer of any of the Purchaser Shares may be made unless such Purchaser Shares are registered under the Securities Act or an exemption from such registration is available, and that the Purchaser will instruct its transfer agents not to transfer any such Purchaser Shares unless such transfer shall be made in compliance with such legend. The legend shall be substantially in the form set forth below: "THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS DULY REGISTERED UNDER THE ACT OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE ACT."
