Legends; Restrictions on Transfer. The New Debenture and the Shares have not been registered under the Securities Act or any state securities laws. The New Debenture and the Shares issued pursuant to this Agreement (except as permitted by this Article VI) shall bear a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER. The provisions of this Article VI shall be binding upon all subsequent holders of the New Debenture and the Shares unless in the opinion of counsel to any such holder, specified in Section 6.2 below, the New Debenture and/or the Shares are no longer subject to the restrictions described herein.
Legends; Restrictions on Transfer. Neither the Notes, nor the Warrants, nor the shares of Common Stock issuable upon exercise of Warrants have been registered under the Securities Act or any state securities laws. Each Note and Warrant issued pursuant to this Agreement and each stock certificate issued upon exercise of Warrants shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT SUCH REGISTRATION OR EXEMPTION THEREFROM.
Legends; Restrictions on Transfer. Neither the Debentures nor the shares of Common Stock issuable upon exercise of the Warrants have been registered under the Securities Act or any state securities laws. Each Debenture issued pursuant to this Agreement and each stock certificate issued upon exercise of Warrants shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED , OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND SUCH APPLICABLE STATE SECURITIES LAWS, OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Legends; Restrictions on Transfer. The Subscriber (i) understands that restrictive legends in substantially the following form will be imprinted on the Convertible Note and the shares issued or delivered upon conversion or exchange of the Convertible Note and stop transfer orders or other appropriate instructions to such effect will be maintained against the transfer of the Convertible Note and the shares issued or delivered upon conversion or exchange of the Convertible Note on the transfer records of the Company, the Parent or its respective transfer agent, and the Company is required to refuse to register any transfer of any securities issued to the Subscriber not made in accordance with the following legends; and (ii) agrees that it will not sell, offer for sale, transfer or assign the Convertible Note, the Guarantee and the shares to be delivered upon conversion or exchange of the Convertible Note except in accordance with the following legends: The legends set forth above shall be removed and the Company shall issue a certificate without such legends to the holder of the Convertible Note and the shares issued or delivered upon conversion or exchange of the Convertible Note upon which it is stamped, if, unless otherwise required by state securities laws, (i) the Convertible Note and the shares issued or delivered upon conversion or exchange of the Convertible Note are registered for resale under the Securities Act, (ii) the Convertible Note and the shares issued or delivered upon conversion or exchange of the Convertible Note may be sold pursuant to Regulation S under the Securities Act, or (iii) such holder provides the Company and the Parent with an opinion of legal counsel experienced in securities law to the effect that such security may be sold without restriction pursuant to Rule 144 under the Securities Act.
Legends; Restrictions on Transfer. The Debenture has not been registered under the Securities Act nor any state securities laws. Each Debenture issued pursuant to this Agreement shall bear a legend in substantially the following form: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER. The provisions of this Article VIII shall be binding upon all subsequent holders of the Debentures.
Legends; Restrictions on Transfer. Neither the Debentures nor the shares of Common Stock issuable upon exercise of Warrants have been registered under the Securities Act or any state securities laws. Each Debenture issued pursuant to this Agreement and each stock certificate issued upon exercise of Warrants shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT SUCH REGISTRATION OR EXEMPTION THEREFROM.
Legends; Restrictions on Transfer. The Subscriber (i) understands that restrictive legends in substantially the following form will be imprinted on the Shares and stop transfer orders or other appropriate instructions to such effect will be maintained against the transfer of the Shares on the transfer records of the Company or its respective transfer agent, and the Company is required to refuse to register any transfer of any securities issued to the Subscriber not made in accordance with the following legends; and (ii) agrees that it will not sell, offer for sale, transfer or assign the Shares except in accordance with the following legends: The legends set forth above shall be removed and the Company shall issue a certificate without such legends to the holder of the Shares, if, unless otherwise required by state securities laws, (i) the Shares are registered for resale under the Securities Act or (ii) the holder provides the Company with an opinion of legal counsel experienced in securities law to the effect that such security may be sold without restriction pursuant to an exemption under the Securities Act.
Legends; Restrictions on Transfer. All certificates evidencing the Preferred Shares, and evidencing the Ordinary Shares into which any of the Preferred Shares may convert, held by a U.S. Investor (as that term is defined in Section 4 of the Series D Share Purchase Agreement) will bear the following legend: "The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless (a) the sale or transfer of such shares has been registered under said Act, (b) the transfer agent (or the Company if then acting as its own transfer agent) is presented with either a written opinion satisfactory to counsel for the Company or a "no-action" or interpretive letter from the Securities and Exchange Commission to the effect that such registration is not required under the circumstances of such sale or transfer, (c) they are sold in compliance with Rule 144 or Rule 144A under the Act, or (d) other evidence reasonably satisfactory to the Company is presented to the Company to the effect that such registration is not required."
Legends; Restrictions on Transfer. Neither the Convertible Preferred Stock nor the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock have been registered under the Securities Act or any state securities laws. Each certificate representing Convertible Preferred Stock issued pursuant to this Agreement and each stock certificate issued upon conversion of the Convertible Preferred Stock shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED , OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND SUCH APPLICABLE STATE SECURITIES LAWS, OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Legends; Restrictions on Transfer
