Legends and Stop Transfer Orders. (a) Each of the Holders hereby agrees that all certificates representing Acquired Shares shall have the following legend (or other legend to the same effect): “The shares represented by this certificate are subject to restrictions on transfer and other restrictions pursuant to the provisions of a Registration Rights Agreement, dated [ ], 200[ ], between Motient Corporation and the Holders named therein, a copy of which is on file at the office of the corporate secretary of the Holders.”
(b) Each of the Holders hereby agrees to the entry of stop transfer orders with the transfer agent and registrar of the Acquired Shares against the transfer (other than in compliance with this Agreement) of legended securities held by the Holders (or its permitted transferees under Section 5.1(c) or (f) hereof).
(c) Motient agrees to remove any stop transfer orders provided in paragraph (b) above in sufficient time to permit any party to make any transfer permitted by the terms of this Agreement.
Legends and Stop Transfer Orders. Holder understands that certificates or other instruments representing any of the Restricted Securities acquired by Holder will bear legends substantially similar to the following, in addition to any legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATIONS OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT SET FORTH IN AN AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SECURITIES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable laws and those referred to in the foregoing legends, or elsewhere herein, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Restricted Securities, or if the Company transfers its own securities, that it may make appropriate notations to the same effect in the Company’s records.
Legends and Stop Transfer Orders. The Warrant Stock to be received upon exercise of this Warrant shall be considered restricted securities and certificates representing such shares shall contain restrictive legends and stop transfer instructions will be placed with the Company’s transfer agent regarding such shares of Warrant Stock. The Holder of this Warrant and any transferee hereof or of the Warrant Stock issuable upon the exercise of the Warrant certificate, by their acceptance hereof, hereby understand and agree that the Warrant, and the Shares issuable upon the exercise hereof, have not been registered under either the Act or any applicable state securities laws. The stock certificates of the Company that will evidence the shares of Common Stock with respect to which this Warrant may be exercisable will be imprinted with a conspicuous legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.”
Legends and Stop Transfer Orders. (a) Motient hereby agrees that all certificates representing Acquired Shares or the Common Shares for which they are exchanged that are presently owned or are hereafter acquired by Motient, shall have the following legend (or other legend to the same effect): “The shares represented by this certificate are subject to restrictions on transfer and other restrictions pursuant to the provisions of a Registration Rights Agreement, dated May 6, 2006, between SkyTerra Communications, Inc. and Motient Corporation, a copy of which is on file at the office of the corporate secretary of Motient Corporation.”
(b) Motient hereby agrees to the entry of stop transfer orders with the transfer agent and registrar of the Acquired Shares or the Common Shares for which they are exchanged against the transfer (other than in compliance with this Agreement) of legended securities held by Motient (or its permitted transferees under Section 5.1(e) or (h) hereof).
(c) SkyTerra agrees to remove any stop transfer orders provided in paragraph (b) above in sufficient time to permit any party to make any transfer permitted by the terms of this Agreement.
Legends and Stop Transfer Orders. (a) Each of the Holders hereby agrees that all certificates representing Acquired Shares shall have the following legend (or other legend to the same effect): “The shares represented by this certificate are subject to restrictions on transfer and other restrictions pursuant to the provisions of a Registration Rights Agreement, dated May 6, 2006, between SkyTerra Communications, Inc. and the Holders named therein, a copy of which is on file at the office of the corporate secretary of the Holders.”
(b) Each of the Holders hereby agrees to the entry of stop transfer orders with the transfer agent and registrar of the Acquired Shares against the transfer (other than in compliance with this Agreement) of legended securities held by the Holders (or its permitted transferees under Section 5.1(c), (f), (g), (h) or (i) hereof).
(c) SkyTerra agrees to remove any stop transfer orders provided in paragraph (b) above in sufficient time to permit any party to make any transfer permitted by the terms of this Agreement.
Legends and Stop Transfer Orders. (a) Precision hereby agrees that all certificates representing Registrable Securities, and any certificates representing any other shares of Common Shares presently owned or are hereafter acquired by Precision, shall have the following legend (or other legend to the same effect): “The shares represented by this certificate are subject to restrictions on transfer and other restrictions pursuant to the provisions of a Registration Rights, Standstill and Voting Agreement, dated August 31, 2005, between Precision Drilling Corporation and Wxxxxxxxxxx International Ltd., a copy of which is on file at the office of the corporate secretary of Wxxxxxxxxxx International Ltd.”
(b) Precision hereby agrees to the entry of stop transfer orders with the transfer agent and registrar of the Common Shares against the transfer (other than in compliance with this Agreement) of legended securities held by Precision (or its permitted transferees under Section 5.1(d) or (f) hereof).
(c) Weatherford agrees to remove any stop transfer orders provided in paragraph (b) above in sufficient time to permit any party to make any transfer permitted by the terms of this Agreement.
Legends and Stop Transfer Orders. (a) The Company shall cause the certificate or other instrument representing Restricted Securities to have the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STANDSTILL AND VOTING AGREEMENT, DATED AS OF OCTOBER 16, 2002, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE SECRETARY OF THE TIMKEN COMPANY.
(b) Each of the Parent and the Stockholder agrees to the entry of stop transfer orders with the transfer agent (or agents) and the registrar (or registrars) of the Company against the Transfer of Restricted Securities other than in compliance with the foregoing provisions.
Legends and Stop Transfer Orders. The certificates representing Common Stock which Sellers shall receive pursuant to the Conversion and all certificates representing Separated Rights associated with such Common Stock, which Sellers may receive at or subsequent to such time, shall bear the following legend, which shall remain thereon as long as such Common Stock or Separated Rights are subject to the restrictions contained in this Standstill Agreement: The securities represented by this certificate are subject to the provisions of an Agreement, dated as of November 27, 1996, between Dakota Telecommunications, Inc. and Xxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxx Xxxxxxxxx, and may not be sold or transferred except in accordance therewith. A copy of the Agreement is on file at the corporate office of Dakota Telecommunications, Inc. Dakota may enter a stop transfer order with the transfer agent or agents of the Common Stock or Separated Rights to enforce compliance with the requirements of this Standstill Agreement. Dakota agrees, if requested to do so by Sellers, to remove promptly any stop transfer order with respect to, and issue promptly unlegended certificates in substitution for, certificates for any Common Stock or Separated Rights that have been sold or otherwise transferred by Sellers in compliance with Section 4 hereof.
Legends and Stop Transfer Orders. Purchaser understands that certificates or other instruments representing any of the Shares acquired by Purchaser will bear legends substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UN DER THE SECURITIES ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR REGISTRATION UNDER THE SECURITIES ACT IS OTHERWISE UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITI ES ACT. Purchaser agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable law and those referred to in the foregoing legends, or elsewhere herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, with respect to any certificate or other instrument representing the Shares, or if the Company transfers its own securities, that it may make appropriate notations to the same effect in the Company’s records.
Legends and Stop Transfer Orders. Purchaser understands that certificates or other instruments representing any of the Shares acquired by Purchaser will bear legends required by federal or state laws which would impose legend obligations on the Shares as transferred hereby. Purchaser agree that, in order to ensure and enforce compliance with the restrictions imposed by applicable law the Company may issue appropriate “stop transfer” instructions to its transfer agent with respect to any certificate or other instrument representing the Shares.
