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Legends on Shares Sample Clauses

Legends on Shares. Each certificate representing the Shares shall have conspicuously printed on it the following legends, among other legends: THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF THE VARIOUS STATES, AND HAS BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE SECURITY, OR (2) UPON DELIVERY TO COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT THIS SECURITY MAY BE TRANSFERRED WITHOUT REGISTRATION. SALE, TRANSFER, OR HYPOTHECATION OF THIS SECURITY IS RESTRICTED BY THE PROVISIONS OF A RESTRICTED STOCK ACQUISITION AGREEMENT ENTERED INTO BY COMPANY AND THIS SHAREHOLDER (INCLUDING RIGHTS OF FIRST REFUSAL), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF COMPANY, AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN.
Legends on Shares. No holder of shares of Common Stock issued pursuant to this Award may sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in or any beneficial interest in any such shares, except (a) pursuant to an effective registration statement under the Securities Act; or (b) in a transaction that fully complies with Rule 144, without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Common Stock issued pursuant to this Award. The Employee or any other holder shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of that person to carry out the provisions of this Section.
Legends on Shares. Except as set forth herein, each certificate for Shares shall bear a restrictive legend in substantially the form as follows, together with any additional legend required by (a) any applicable state securities laws and (b) any securities exchange upon which such Shares may, at the time of such exercise, be listed: Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless, in the opinion of counsel for the Holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend.
Legends on SharesThe Shares shall bear the following or similar legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SUNWIN INTERNATIONAL NEUTRACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”
Legends on Shares. Xxxxxxx agrees that the certificates representing the Newco Preferred Shares may bear a legend referring to the transfer restrictions of this Section 4.19.
Legends on Shares. (a) The Xxxxx Entities acknowledge and understand that the certificates (or book-entry form) representing the Shares to be purchased by such Xxxxx Entities will bear, by imprint or endorsement, appropriate legends reflecting the status of the Shares under the Securities Act and applicable state securities Laws and the restrictions on transferability and resale thereunder. The Xxxxx Entities understand that the Shares shall bear a restrictive legend in, or substantially in, the form set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. (b) The Xxxxx Entities agree, that so long as the restrictive legend described herein in this Agreement remain on the certificates (or book-entry form) representing the Shares, the Company may maintain appropriate “stop transfer” orders with respect to the Shares, or any portion thereof, on its stock books and ledger and with its registrar and transfer agent.
Legends on Shares. (a) All certificates representing shares of Parent Common Stock issued pursuant to Section 1.6 shall bear the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred or otherwise disposed of unless and until (i) the shares are registered under such Act or (ii) an opinion of counsel reasonably satisfactory to the Issuer to the effect that registration under such Act is not required. (b) Any certificates representing shares of Parent Common Stock that are subject to a lock-up agreement pursuant to Section 2.9(b) shall bear the following additional legend: The shares represented by this certificate are subject to a Lock-Up Agreement with the Issuer dated December 28, 1999, which expires on December 31, 2001, and may not be transferred or otherwise disposed of unless and until the restrictions set forth in such Lock-Up Agreement have been released in accordance with the terms thereof.
Legends on Shares. 7 SECTION III.5 Effect.....................................................7 ARTICLE IV
Legends on Shares. All certificates representing the Restricted Shares issued under this Agreement shall, where applicable, have endorsed on them any legend required by applicable securities laws, plus the following legend: Pursuant to a Restricted Stock Agreement between the Company and the holder of this certificate, dated as of April , 2011, the shares represented by this certificate may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the restrictions contained in such Restricted Stock Agreement.