Common use of Legends and Stop Transfer Orders Clause in Contracts

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. Holder Each Demixx Xxxreholder understands that certificates or other instruments representing any of the Restricted Securities Worldtalk Common Stock acquired by Holder such Shareholder 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 “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THE THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATIONS REGISTRATION OR EXEMPTION THEREFROM. HOLDERS INVESTORS 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 SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT RESTRICTIONS ON RESALE AND TRANSFER AS SET FORTH IN AN THAT CERTAIN SHAREHOLDERS' AGREEMENT ENTERED INTO DATED AS OF NOVEMBER 9, 1996 BETWEEN THE COMPANY ISSUER AND THE ORIGINAL HOLDERS HOLDER OF THESE SECURITIESSUCH SECURITIES AND THAT CERTAIN THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, AS AMENDED, BETWEEN THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS, COPIES OF WHICH MAY BE OBTAINED AT NO CHARGE FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable laws law and those referred to in the foregoing legends, or elsewhere herein, the Company Worldtalk may issue appropriate “stop-"stop transfer” " instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Restricted SecuritiesWorldtalk Common Stock, or if the Company Worldtalk transfers its own securities, that it may make appropriate notations to the same effect in the Company’s Worldtalk's records.

Legends and Stop Transfer Orders. Holder understands that in the event there is not a registration statement in effect with regard to the Securities at the time they are acquired by Holder, certificates or other instruments representing any of the Restricted Securities acquired by Holder will may 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 the 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. Holder Investor understands that certificates or other instruments representing any of the Restricted Securities Shares acquired by Holder Investor 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 “"ACT”"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THE THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATIONS REGISTRATION OR EXEMPTION THEREFROM. HOLDERS INVESTORS 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 SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT CERTAIN RESTRICTIONS ON PUBLIC RESALE, TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN AN AGREEMENT ENTERED INTO BETWEEN INVESTMENT REPRESENTATION LETTER EXECUTED BY THE COMPANY ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS AND THE ORIGINAL HOLDERS RIGHT OF FIRST REFUSAL MAY BE BINDING ON TRANSFEREES OF THESE SECURITIESSHARES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable laws law and those referred to in the foregoing legends, or elsewhere herein, the Company may issue appropriate “stop-"stop transfer” " instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Restricted Securitiesthe Shares, or if the Company transfers its own securities, that it may make appropriate notations to the same effect in the Company’s 's records.