Legends on Share Certificates a. For so long as the Common Stock is not Publicly Traded, in addition to any other legends which may be prescribed by law, the following legend (or substantially the following legend) will appear on each certificate representing the Shares issued upon the exercise of each Option: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED AND ARE BEING HELD PURSUANT TO THIS 1998 EXECUTIVE PERFORMANCE EQUITY AGREEMENT OF EB2B COMMERCE, INC., AND MAY ONLY BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF PURSUANT TO THE TERMS THEREOF."
b. For so long as the Common Stock is not Publicly Traded, the certificates representing the Shares may, at the absolute discretion of the Company, be subject to a stop transfer order, and bear the following or substantially similar legend and such other legends as may be required by the Company: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."
Legends on Share Certificates. The following legend shall be imprinted conspicuously on the face of each certificate representing Securities: NOTICE IS HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AMONG JABBER, INC. AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, DATED AS OF APRIL 8, 2005, A COPY OF WHICH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL OF THE PROVISIONS OF WHICH AGREEMENT ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE. In order to ensure compliance with the restrictions referred to herein, each Investor agrees that the Company may issue appropriate “stop transfer” certificates or instructions and that, if the Company Transfers its own securities, it may make appropriate notations to the same effect in its records.
Legends on Share Certificates. The following legend shall be imprinted conspicuously on the face of each certificate representing Registrable Securities: NOTICE IS HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT AMONG JABBER, INC. AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, DATED AS OF APRIL 8, 2005, A COPY OF WHICH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL OF THE PROVISIONS OF WHICH AGREEMENT ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE. THE RESTRICTIONS IMPOSED BY THE INVESTORS RIGHTS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF AN INITIAL PUBLIC OFFERING.
Legends on Share Certificates. The following legend shall be imprinted conspicuously on the face of each certificate representing shares of Preferred Stock and Common Stock: NOTICE IS HEREBY GIVEN THAT THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE PROVISIONS OF A CERTAIN AMENDED AND RESTATED VOTING AGREEMENT AMONG JABBER, INC. AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, DATED AS OF APRIL 8, 2005, A COPY OF WHICH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL OF THE PROVISIONS OF WHICH AGREEMENT ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE.
Legends on Share Certificates. Any and all certificates representing Shares now or hereafter issued to any person during the term of this agreement (whether such certificates are issued at present or subsequently issued or sold) shall have typed or otherwise written thereon a legend substantially to the following effect: "The shares represented by this certificate are subject to certain restrictions on the right to transfer, sell, assign or otherwise deal with them, pursuant to a shareholders' agreement made as of the 17th day of April, 1997, and notice of the terms and conditions of such agreement is hereby given."
Legends on Share Certificates. All certificates representing Company Shares shall bear the following legend: "The shares represented by this Certificate are subject to an agreement among Castle Transmission Services (Holdings) Limited and its shareholders which, inter alia, restricts transfer of these shares and in some circumstances requires the transfer of these shares. Any transfer in violation of that agreement will be void, and any transferee is required to become party to that agreement."
Legends on Share Certificates. BJH understands and agrees that the Company shall cause legends in substantially the form set forth below to be placed on the Share certificates evidencing ownership of the Shares, together with any other legends that may be required by applicable state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK ISSUANCE AGREEMENT DATED December 30, 2002 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE ORIGINAL HOLDER AND TRANSFEREES OF THESE SHARES.
Legends on Share Certificates. BAC shall be the registered holder of the Remaining Shares and the shareholders of BAC shall hold all BAC Shares in certificated form or book-entry form. Each certificate representing, or the share registry in respect of, the Remaining Shares or BAC Shares, and any certificate issued, or any entry in the share registry made, upon any Permitted Transfer (other than to AmBev), shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE (OR BY THIS REGISTRATION, AS THE CASE MAY BE) ARE SUBJECT TO RESTRICTIONS ON TRANSFER IN ACCORDANCE WITH THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF [ ], 200[ ], AS THE SAME MAY BE AMENDED OR MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER OF THESE SHARES. NO REGISTRATION OF TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH RESTRICTIONS ARE COMPLIED WITH."
Legends on Share Certificates. Each certificate representing any Voting Shares shall be endorsed by the Company with a legend reading substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AND SUPPORT AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH VOTING AND SUPPORT AGREEMENT.
Legends on Share Certificates. The Owner hereby consents to the placement of restrictive legends on all certificates representing the Shares, in substantially the following form:
