Common use of Legends on Stock Certificates Clause in Contracts

Legends on Stock Certificates. Each certificate representing Shares shall contain the following legends on the reverse of such certificate: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY.

Legends on Stock Certificates. Each certificate representing Shares shares of the Common Stock or Preferred Stock held by any Stockholder shall contain conspicuously bear the following legends on until such time as the reverse of such certificateshares represented thereby are no longer subject to the provisions hereof: “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, NOR OR ANY STATE SECURITIES DEPARTMENTLAW, IN RELIANCE UPON AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT TO THE ACT AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS EFFECT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” and “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AMONG THE ISSUER AND THE OTHER PARTIES THERETO. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER COPIES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT CERTIFICATE TO THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITYCOMPANY.” The Company covenants that it shall keep a copy of this Agreement on file at the address listed herein for the purpose of furnishing copies to the holders of record of shares of Common Stock.

Legends on Stock Certificates. Each certificate representing 1Restrictive Legends The stock certificates for the Shares shall contain be endorsed with the following legends on the reverse of such certificaterestrictive legends: “THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR RESTRICTIONS ON TRANSFER OF THE SECURITIES, INCLUDING RIGHTS OF FIRST REFUSAL. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "ACT"), NOR SECURITIES LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES DEPARTMENT, IN RELIANCE UPON LAWS OR IF THE EXEMPTION FROM REGISTRATION COMPANY IS PROVIDED IN SECTION 4(2) OF THE ACT AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITYREQUIRED.”

Legends on Stock Certificates. Each Purchaser agrees that the Company may place on each certificate representing Shares shall contain legends in substantially the following legends on the reverse of such certificateform: "THE SECURITIES EVIDENCED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR OR ANY STATE SECURITIES DEPARTMENTLAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR OFFERED FOR SALE IN RELIANCE UPON THE EXEMPTION FROM ABSENCE OF AN EFFECTIVE REGISTRATION PROVIDED IN SECTION 4(2) OF STATEMENT UNDER THE ACT AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY APPLICABLE STATE SECURITIES LAW OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED." "THE PROPOSED TRANSFER SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR SALE DOES NOT AFFECT OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE EXEMPTIONS RELIED UPON BY TERMS OF AN AGREEMENT BETWEEN THE COMPANY IN ORIGINALLY DISTRIBUTING AND THE REGISTERED HOLDER OF THIS SECURITYCERTIFICATE, WHICH AGREEMENT PROVIDES, AMONG OTHER THINGS, THAT THE COMPANY HAS A RIGHT TO REPURCHASE THE SECURITIES EVIDENCED BY THIS CERTIFICATE. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

Legends on Stock Certificates. Each certificate representing the Shares shall contain the following legends on the reverse of such certificate: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION EXEMPTIOX XXXX XXXXXXXXXXXX XXXXXXXX XX XXXXION 4(2) OF THE ACT AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTESREGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY.

Legends on Stock Certificates. Each certificate The certificates representing Shares shares of Acquiror Common Stock issuable in the Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall contain bear the following legends on the reverse of such certificate: (in addition to any legend required by applicable state securities laws): THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), NOR ANY STATE SECURITIES DEPARTMENTAND MAY NOT BE OFFERED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMOREOR, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT IN THE OPINION OF COUNSEL FOR TO THE COMPANY THAT ISSUER OF THESE SECURITIES OR SUCH OTHER COUNSEL SATISFACTORY TO SUCH ISSUER, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE EXEMPTIONS RELIED UPON BY PRINCIPAL OFFICE OF THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITYCOMPANY.

Legends on Stock Certificates. Each certificate The certificates representing Shares shares of Parent Common Stock issuable in the Merger hereunder, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall contain bear the following legends on the reverse of such certificate: (along with any other legends that may be required under applicable state and federal corporate and securities laws): THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, NOR ANY OR UNDER STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT LAWS AND SECTION 44-1844(1) OF THE ARIZONA REVISED STATUTES. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORETO, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER IN CONNECTION WITH, THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITYDISTRIBUTION THEREOF. NO SUCH SALE, DISTRIBUTION OR ANY INTEREST THEREINOTHER TRANSFER, PLEDGE OR HYPOTHECATION MAY BE EFFECTED WITHOUT THE AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE PROPOSED TRANSFER SECURITIES ACT OF 1933 OR SALE DOES NOT AFFECT APPLICABLE STATE SECURITIES LAWS. In addition to the legend required pursuant to this Section 1.6(i), any certificates evidencing the shares of Parent Common Stock that are held back as part of the Escrow Fund shall also bear the following legend: THE EXEMPTIONS RELIED UPON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO INDEMNITY OBLIGATIONS SET FORTH IN AN AGREEMENT WITH THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITYISSUER.