Common use of Legends and Restrictions Clause in Contracts

Legends and Restrictions. The shares of Buyer Common Stock, and any securities issued in respect thereof or exchange therefor, issued to the Stockholders as Merger Consideration shall be imprinted with a conspicuous legend in substantially the following form (unless otherwise permitted under this Agreement): “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION.” Upon the request of a Stockholder or any successor holder of any shares of Buyer Common Stock issued as Merger Consideration, accompanied by an opinion of counsel selected by such Stockholder or successor holder, which opinion and other counsel are reasonably satisfactory to the Buyer, to the effect that a transfer by the holder will not violate the 1933 Act or applicable state or other securities laws, the Buyer shall remove the legend from the Buyer Common Stock held by the holder or shall issue to the holder a new certificate for Buyer Common Stock without the transfer legend.

Legends and Restrictions. The shares (a) Each certificate for Shares and Common Share Equivalents held by any Party shall include each of Buyer Common Stock, and any securities issued in respect thereof or exchange therefor, issued to the Stockholders as Merger Consideration shall be imprinted with a conspicuous legend legends in substantially the following form (unless otherwise permitted under form, until such time as such legend(s) is no longer required by applicable securities laws or by this Agreement): “THESE SHARES , at which time the holder thereof shall be entitled to receive from the Company, without expense to such holder, new certificate(s) not bearing such restrictive legends. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFSTATE. THESE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ASSIGNED, EXCEPT PURSUANT TO (i) PURSUANT A REGISTRATION STATEMENT WITH RESPECT TO REGISTRATIONS SUCH SECURITIES WHICH IS EFFECTIVE UNDER APPLICABLE SECURITIES LAWSSUCH ACT, OR (ii) IFANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS ON TRANSFER, AND OTHER TERMS AND CONDITIONS SET FORTH IN THE OPINION STOCKHOLDERS AGREEMENT, DATED AS OF COUNSEL REASONABLY ACCEPTABLE TO DECEMBER 15, 1997, AS THE COMPANY, THE PROPOSED TRANSFER SAME MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATIONAMENDED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” Upon (b) Any purported sale or transfer of the request Shares or Common Share Equivalents in violation of a Stockholder applicable securities laws or the provisions of this Agreement shall be void ab initio and of no force or effect. Other than sales to the public pursuant to an effective registration statement or sales to the public pursuant to Rule 144 under the Securities Act otherwise permitted hereunder, each Party will cause any successor holder proposed transferee of any shares Shares or Common Share Equivalents held by it to execute and deliver to the Company an Instrument of Buyer Common Stock issued as Merger Consideration, accompanied by an opinion of counsel selected Accession signed by such Stockholder or successor holder, which opinion and other counsel are reasonably satisfactory to transferee in the Buyer, to the effect that a transfer by the holder will not violate the 1933 Act or applicable state or other securities laws, the Buyer shall remove the legend from the Buyer Common Stock held by the holder or shall issue to the holder a new certificate for Buyer Common Stock without the transfer legend.form attached hereto as Exhibit B.

Legends and Restrictions. The shares of Buyer Parent Common Stock, and any securities issued in respect thereof or exchange therefor, issued to the Stockholders Shareholders as Merger Consideration shall be imprinted with a conspicuous legend in substantially the following form (unless otherwise permitted under this Agreement): “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION.” Upon the request of a Stockholder Shareholder or any successor holder of any shares of Buyer Parent Common Stock issued as Merger Consideration, accompanied by an opinion of counsel selected by such Stockholder Shareholder or successor holder, which opinion and other counsel are reasonably satisfactory to the BuyerParent, to the effect that a transfer by the holder will not violate the 1933 Act or applicable state or other securities laws, the Buyer Parent shall remove the legend from the Buyer Parent Common Stock held by the holder or shall issue to the holder a new certificate for Buyer Parent Common Stock without the transfer legend.