Common use of Legends on Certificates Clause in Contracts

Legends on Certificates. Stockholder acknowledges that none of the Shares have been registered under the Securities Act or registered or qualified under any state securities laws; that the provisions of Rule 144 promulgated under the Securities Act currently are not available for the public resale of the Shares; that the Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in substantially the following form will be typed or otherwise printed on the certificates representing the Shares: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws (collectively, "Securities Laws"). No registration or transfer of such securities will be made on the books of the Company unless such transfer is made in connection with an effective registration statement under applicable Securities Laws or pursuant to an exemption from the registration requirements of applicable Securities Laws." The certificates representing the Shares owned by Stockholder, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, have conspicuously endorsed upon them a legend in substantially the following form: "These shares are subject to the provisions of that certain Stockholders' and Voting Agreement, effective as of November 1, 2005 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement is on file at the principal executive offices of the Company and shall be furnished without charge to the holder of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied with."

Appears in 5 contracts

Samples: Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Personal Employment Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc)

AutoNDA by SimpleDocs

Legends on Certificates. Stockholder acknowledges The Stockholders acknowledge that none of the Shares owned by them have been registered under the Securities Act or registered or qualified under any state securities laws; that the provisions of Rule 144 promulgated under the Securities Act currently are not available for the public resale of the Shares; that the Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in substantially the following form will be typed or otherwise printed on the certificates representing the Shares: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws (collectively, "Securities Laws"). No registration or transfer of such securities will be made on the books of the Company unless such transfer is made in connection with an effective registration statement under applicable Securities Laws or pursuant to an exemption from the registration requirements of applicable Securities Laws." The certificates representing the Shares owned by Stockholderthe Stockholders, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, shall have conspicuously endorsed upon them a legend in substantially the following form: "These shares are subject to the provisions of that certain Stockholders' and Voting Agreement, effective dated as of November 1July 9, 2005 2003 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement is on file at the principal executive offices of the Company and shall be furnished without charge to the holder of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied with."

Appears in 3 contracts

Samples: Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc)

Legends on Certificates. Stockholder acknowledges The Stockholders acknowledge that none of the Shares owned by them have been registered under the Securities Act or registered or qualified under any state securities laws; that the provisions of Rule 144 promulgated under the Securities Act currently are not available for the public resale of the Shares; that the Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in substantially the following form will be typed or otherwise printed on the certificates representing the Shares: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities foreignsecurities laws (collectively, "Securities Laws"). No registration or transfer of such securities will be made on the books of the Company unless such transfer is made in connection with an effective registration statement under applicable Securities Laws or pursuant to an exemption from the registration requirements of applicable Securities Laws." The certificates representing the Shares owned by Stockholderthe Stockholders, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, shall have conspicuously endorsed upon them a legend in substantially the following form: "These shares are subject to the provisions of that certain Stockholders' and Voting Agreement, effective dated as of November 1July 8, 2005 2003 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement is on file at the principal executive offices of the Company and shall be furnished without charge to the holder of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied with."

Appears in 2 contracts

Samples: Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc)

Legends on Certificates. Stockholder acknowledges The Stockholders acknowledge that none of the Shares owned by them have been registered under the Securities Act or registered or qualified under any state securities laws; that the provisions of Rule 144 promulgated under the Securities Act currently are not available for the public resale of the Shares; that the Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in substantially the following form will be typed or otherwise printed on the certificates representing the Shares: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws (collectively, "Securities Laws"). No registration or transfer of such securities will be made on the books of the Company unless such transfer is made in connection with an effective registration statement under applicable Securities Laws or pursuant to an exemption from the registration requirements of applicable Securities Laws." The certificates representing the Shares owned by Stockholderthe Stockholders, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, have conspicuously endorsed upon them a legend in substantially the following form: "These shares are subject to the provisions of that certain Stockholders' and Voting Agreement, effective dated as of November 1December 15, 2005 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement is on file at the principal executive offices of the Company and shall be furnished without charge to the holder of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied with."

Appears in 2 contracts

Samples: Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc)

AutoNDA by SimpleDocs

Legends on Certificates. Stockholder acknowledges The Stockholders acknowledge that none of the Shares owned by them have been registered under the Securities Act or registered or qualified under any state securities laws; that the provisions of Rule 144 promulgated under the Securities Act currently are not available for the public resale of the Shares; that the Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in substantially the following form will be typed or otherwise printed on the certificates representing the Shares: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws (collectively, "Securities Laws"). No registration or orf transfer of such securities will be made on the books of the Company unless such transfer is made in connection with an effective registration statement under applicable Securities Laws or pursuant to an exemption from the registration requirements of applicable Securities Laws." The certificates representing the Shares owned by Stockholderthe Stockholders, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, shall have conspicuously endorsed upon them a legend in substantially the following form: "These shares are subject to the provisions of that certain Stockholders' and Voting Agreement, effective dated as of November 1July 8, 2005 2003 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement is on file at the principal executive offices of the Company and shall be furnished without charge to the holder of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or orf transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied with."

Appears in 2 contracts

Samples: Stockholders' and Voting Agreement (Zion Oil & Gas Inc), Stockholders' and Voting Agreement (Zion Oil & Gas Inc)

Legends on Certificates. Stockholder acknowledges that none of Until such time as the Preferred Stock and the Agreed Shares shall have been registered under the Securities Act, or shall have been transferred in accordance with an opinion of counsel satisfactory to Conserver that such registration is not required, stop transfer instructions shall be issued to Conserver's transfer agent, and so long as required under the Act or registered or qualified under any state securities laws; that the provisions of Rule 144 regulations promulgated under thereunder, the Securities Act currently are not available for certificate(s) representing the public resale of Preferred Stock and the Shares; that the Agreed Shares therefore are not and will not be Transferable in the absence of a registration statement with respect to such shares or an applicable exemption from registration; and that a legend in shall bear substantially the following form will be typed or otherwise printed on the certificates representing the Shareslegend: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws amended (collectively, the "Securities LawsAct"). No registration These securities have not been acquired with a view to distribution or transfer of such securities will resale, and may not be made on the books of the Company unless such transfer is made in connection with sold, exchanged, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Act, as amended, and any applicable state laws, or an opinion of counsel satisfactory to Conserver Corporation of America that registration is not required under such Act or under applicable Securities Laws or pursuant laws. So long as this Agreement is in effect stop transfer instructions shall be issued to an exemption from Conserver's transfer agent, if any, or, if Conserver transfers its own securities, a notation shall be made in the registration requirements appropriate records of applicable Securities Laws." The certificates Conserver with respect to the Preferred Stock and the Agreed Shares, and so long as required, the certificate(s) representing the Preferred Stock and the Agreed Shares owned by Stockholder, whether now outstanding or hereafter to be issued during the term of this Agreement, may, at the discretion of the Company, have conspicuously endorsed upon them a legend in shall bear substantially the following formlegend: "These shares The securities represented by this certificate are subject to restrictions on voting and transfer and may not (nor may any interest therein), directly or indirectly, voluntarily or involuntarily, be sold, exchanged, mortgaged, pledged, hypothecated, given, bequeathed, transferred, assigned, encumbered, alienated, or in any other way whatsoever be disposed of except in accordance with and subject to all the provisions terms and conditions of that a certain Stockholders' and Voting Agreement, effective Agreement dated as of November 1October 2, 2005 (as the same may be amended from time to time) that provides for certain restrictions on transfer and that may subject 1997, a stockholder to certain obligations or liabilities not otherwise imposed on stockholders in other corporations. A copy of the Stockholders' and Voting Agreement which is on file at the principal executive offices office of the Company and shall be furnished without charge to the holder Conserver Corporation of this certificate upon the receipt by the Company of a written request therefor from the holder. No registration or transfer of such securities will be made on the books of the Company unless and until the terms of the Stockholders' and Voting Agreement have been complied withAmerica."

Appears in 1 contract

Samples: Conserver Corp of America

Time is Money Join Law Insider Premium to draft better contracts faster.