Common use of Legending of Securities Clause in Contracts

Legending of Securities. (a) The shares of Purchaser Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions and Purchaser is relying on the representations of the Shareholders with respect to such exemptions. Each Shareholder understands and agrees that stop transfer instructions with respect to the shares of Purchaser Common Stock received by each Shareholder pursuant to this Agreement will be given to Purchaser's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented hereby are subject to the provisions of an Agreement and Plan of Merger and a Registration Rights Agreement dated August 6, 1999, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreement may be obtained at the principal executive offices of Direct Access Interactive, Inc.

Legending of Securities. (a) The shares of Purchaser InterCept Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions and InterCept and Purchaser is are relying on the representations of the Shareholders with respect to such exemptions. Each Shareholder understands and agrees that stop transfer instructions with respect to the shares of Purchaser InterCept Common Stock received by each Shareholder pursuant to this Agreement will be given to PurchaserInterCept's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented hereby are subject to the provisions of an Agreement and Plan of Merger and a Registration Rights Agreement dated August 6, 1999, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreement may be obtained at the principal executive offices of Direct Access InteractiveThe InterCept Group, Inc.

Legending of Securities. (a) The shares of Purchaser Parent Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") by reason of Section 4(2) thereof, thereof or Regulation D promulgated thereunder, or other private offering exemptions and Purchaser is Parent and Acquisition Corp. are relying on the representations of the Shareholders with respect to such exemptionsexemption. Each Shareholder understands and agrees that stop transfer instructions with respect to the shares of Purchaser Parent Common Stock received by each Shareholder Holder pursuant to this Agreement will be given to PurchaserParent's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented hereby are subject to the provisions of an a Stock Purchase Agreement and Plan of Merger dated November 30, 1998, and a Registration Rights Agreement dated August 6as of November 30, 19991998, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreement agreements may be obtained at the principal executive offices of Direct Access InteractiveTowne Services, Inc.