Common use of Legends on Conversion Shares Clause in Contracts

Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that the Corporation takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Upland Software, Inc.), Securities Purchase Agreement (APi Group Corp), Securities Purchase Agreement (APi Group Corp)

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Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(g)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(g)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that provided the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Azz Inc), Securities Purchase Agreement (FireEye, Inc.), Securities Purchase Agreement (FireEye, Inc.)

Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(f)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(f)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that provided the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 3 contracts

Samples: Exchange Agreement (Comtech Telecommunications Corp /De/), Business Combination Agreement (Isos Acquisition Corp.), Investment Agreement (Lindblad Expeditions Holdings, Inc.)

Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Share Legend if the Convertible Preferred Stock Share upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(f)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(f)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that provided the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 1 contract

Samples: Investment Agreement (Agilysys Inc)

Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was were (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(f)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(f)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that thereto as long as the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 1 contract

Samples: Subscription Agreement (Dream Finders Homes, Inc.)

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Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(g)(iv)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(g)(iv)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends theretothereto (subject to compliance with Nevada Revised Statutes 78.235 and 78.242), provided, however, that provided the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cryoport, Inc.)

Legends on Conversion Shares. (1) Each Conversion Share will bear a legend substantially to the same effect as the Restricted Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear such a legend if the Corporation Company determines, in its reasonable discretion, that such Conversion Share need not bear such a legend. (2) Notwithstanding anything to the contrary in Section 4(e)(iv)(13(f)(iii)(1), a Conversion Share need not bear a legend pursuant to Section 4(e)(iv)(13(f)(iii)(1) if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided, however, that provided the Corporation Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in such legend.

Appears in 1 contract

Samples: Investment Agreement (EVO Payments, Inc.)

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