Legends on Common Shares Clause Samples
The "Legends on Common Shares" clause requires that certain notations or statements, known as legends, be physically or electronically affixed to share certificates or records representing common shares. These legends typically indicate restrictions on transfer, such as limitations imposed by securities laws, lock-up agreements, or company policies. By mandating the inclusion of legends, the clause ensures that all holders and potential transferees are aware of any legal or contractual limitations on the shares, thereby reducing the risk of unauthorized transfers and promoting compliance with applicable regulations.
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Legends on Common Shares. (a) Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER ISSUANCE OF THE WARRANTS].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate or certificates bearing no such legends. The Corporation hereby covenants and agrees that it will deliver or cause to be delivered a certificate or certificates representing such Common Shares bearing no such legends within three business days after receipt of the legended certificate or certificates.
(b) Any certificate representing Common Shares issued on the exercise of Warrants represented by this Warrant Certificate (i) to persons who do not certify to the Corporation that they are not a U.S. person and are not exercising the Warrants in the United States or for the account or on behalf of a U.S. Person or person in the United States, or (ii) at a time the Corporation is not a foreign private issuer, will, unless the offer and sale of such Common Shares is registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, will bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER...
Legends on Common Shares. Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2014." "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [●], 2014." provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate bearing none of such legends. The Corporation shall use its reasonable commercial efforts to cause the registrar and transfer agent of the Common Shares to deliver the certificate representing such Common Shares within three business days after receipt of the legended certificate or certificates.
Legends on Common Shares. If any Bonds are converted into Common Shares as herein provided, the certificate(s) representing the Common Shares shall be endorsed with such legend, if any, as may be prescribed by any exchange upon which the Common Shares are listed or as may be required by any securities regulatory authority having jurisdiction therefor and of which the Company shall have given notice thereof to the Trustee.
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Restricted Debentures pursuant to this ARTICLE 4 or ARTICLE 6 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear a U.S. Legend substantially as set forth in 2.20.1 and Schedule “A-1”; provided that, if any such securities are being issued in exchange for or in substitution of Restricted Debentures which would be eligible under section 2.15.2 to have the U.S. Legend removed, such securities may be issued without such U.S. Legend in accordance with the procedures in subsection 2.15.2; provided, further, that none of the $77,490,000 aggregate principal amount of Debentures initially issued hereunder are Restricted Debentures and any Common Shares issuable upon conversion, repurchase or maturity of such Debentures shall not bear any restricted security legend.
Legends on Common Shares. Certificates representing Common Shares or other shares, securities or property issued upon the conversion of the Warrant Shares represented by this Warrant Certificate will bear such legends as counsel to the Corporation considers necessary or appropriate.
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Legended Debentures pursuant to this article 4 or article 5 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear the U.S. Legend set forth in section 2.19; provided that if such securities are being sold pursuant to Rule 904 of Regulation S under the 1933 Act, the U.S. Legend may be removed by providing a declaration to the Registrar and Transfer Agent of the Company, as set forth in Schedule “E” hereto (or as the Company may prescribe from time to time); and provided, further, that, if any such securities are being sold in accordance with Rule 144 of the 1933 Act or in accordance with another exemption, if available, from the registration requirements of the 1933 Act, the U.S. Legend may be removed by delivery to the Registrar and Transfer Agent and to the Company of an opinion of counsel of recognized standing, such opinion and counsel to be reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws. Provided that the Registrar and Transfer Agent of the Company for such securities obtains confirmation from the Company that such opinion or other documentation is satisfactory to the Company, it shall be entitled to rely and act on such opinion of counsel or other documentation without further inquiry.
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Restricted Debentures pursuant to this Article 4 or Article 5 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear a U.S. Legend substantially as set forth in subsection 2.20.1; provided that, if any such securities are being issued in exchange for or in substitution of Restricted Debentures which would be eligible under subsection 2.20.1 to have the U.S. Legend removed, such securities may be issued without such U.S. Legend at the written direction of the Company upon the written request of the Holder, with delivery of appropriate certifications, and delivery to the Company, the Indenture Trustee, the Transfer Agent, the Depository, and the transferee’s designated Participant of an opinion of the Company’s United States legal counsel, which shall be provided promptly at the Company’s expense, that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws; provided that in each case the Company’s United States legal counsel may, as to any fact known to the Holder that forms a basis for the opinion, rely conclusively on a certificate provided by such Holder, and shall be entitled to withhold its opinion in the absence of a certificate satisfactory to it regarding such factual matters.
Legends on Common Shares. The certificates representing Non-Voting Common Shares issued upon the exercise of the Warrants shall bear the following legend: “UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) MAY 23, 2023, AND (ii) THE DATE THE CORPORATION BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.”; provided that: (i) such legend shall not be required on Non-Voting Common Share certificates issued at any time subsequent to the date which is four months plus one day after the later of the date: (x) of this Warrant Certificate; and (y) the Corporation becomes a “reporting issuer” in any province or territory of Canada and (ii) at any time subsequent to the date which is 4 months plus one day after the later of the date: (x) of this Warrant Certificate; and (y) the Corporation becomes a “reporting issuer” in any province or territory of Canada, any certificate representing such Common Shares may be exchanged for a certificate bearing no such legends.
Legends on Common Shares. (a) The Common Shares underlying the Warrants are subject to the jurisdiction to the jurisdiction of the British Columbia Securities Commission (the “BCSC”) and the first trade of any Common Shares by the Holder in Canada or through a market in Canada would be a “distribution” under applicable Canadian provincial securities laws, and would have to be qualified by a prospectus filed and duly receipted by the BCSC and any other Canadian securities administrator having jurisdiction with respect thereto.
(b) If the Holder is a Canadian, the Common Shares issued upon exercise of the Warrants will bear the following legend (the “MI 51-105 Legend”): “THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS are met.”
(c) If the Holder in a resident of the United States or an “International Jurisdiction” (a jurisdiction other than Canada and the United States), and did not execute or deliver the Exercise Notice in Canada, then, to induce the Company to issue the Common Shares upon exercise of the Warrants to the Holder without a MI 51-105 Legend, the Holder covenants and undertakes not to sell any Common Shares to a person in Canada or through a market in Canada.
(d) If the Holder is resident of an International Jurisdiction, the Common Shares issued upon exercise of the Warrants will bear a legend required by any applicable securities laws and regulations of such International Jurisdiction.
(e) The Common Shares issued upon exercise of the Warrants, if not registered or qualified, will have restrictions upon resale imposed by state and federal securities laws.
Legends on Common Shares. 8.1 U.S. Legend
2.6 The following text is hereby added immediately following the second paragraph of Schedule “B” to the Warrant Certificate: In connection with such exercise, the undersigned hereby certifies to the Corporation that (initial one):
(i) The undersigned holder (i) at the time of the exercise of these Warrants is not in the United States, (ii) is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and is not exercising these Warrants on behalf of a “U.S. person” and (iii) did not execute or deliver this Exercise Form in the United States.
(ii) An exemption from registration under the U.S. Securities Act and any applicable state securities laws is available, and attached hereto is an opinion of counsel of recognized standing to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance satisfactory to the Corporation.
(iii) The undersigned acquired the Warrants from the Corporation, and hereby ratifies and confirms as of the date hereof each of the agreements, representations and warranties made by the undersigned in the subscription agreement between the undersigned and the Corporation, pursuant to which the undersigned acquired the Warrants.