Common use of Legends; Restrictions on Transfer Clause in Contracts

Legends; Restrictions on Transfer. The Debentures have not been registered under the Securities Act or any state securities laws. Each Debenture issued pursuant to this Agreement (except as permitted by this Article VII) 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 VII shall be binding upon all subsequent holders of the Debentures unless in the opinion of counsel to any such holder, specified in Section 7.2 below, the Debentures are no longer subject to the restrictions described herein.

Appears in 2 contracts

Samples: Debenture Purchase Agreement (Berger Holdings LTD), Debenture Purchase Agreement (Teltronics Inc)

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Legends; Restrictions on Transfer. The Debentures New Debenture and the Shares have not been registered under the Securities Act or any state securities laws. Each The New Debenture and the Shares issued pursuant to this Agreement (except as permitted by this Article VIIVI) shall bear a legend in substantially the following form: THIS DEBENTURE 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 VII VI shall be binding upon all subsequent holders of the Debentures New Debenture and the Shares unless in the opinion of counsel to any such holder, specified in Section 7.2 6.2 below, the Debentures New Debenture and/or the Shares are no longer subject to the restrictions described herein.

Appears in 2 contracts

Samples: Exchange Agreement (Argosy Investment Partners Lp), Exchange Agreement (Berger Holdings LTD)

Legends; Restrictions on Transfer. The Debentures have not been registered under Purchaser understands any certificate representing the Securities Act or any state securities laws. Each Debenture issued pursuant to this Agreement (except New CT Shares will bear restrictive legends as permitted required by this Article VII) shall bear a legend the CT Charter and in substantially the following form: THIS DEBENTURE HAS form (and a stop-transfer order may be placed against transfer of any certificate for such New CT Shares): “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED UNLESS (i) THERE IS OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN EFFECTIVE OPINION OF COUNSEL, OR IF PURSUANT TO RULE 144, A WRITTEN STATEMENT, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION STATEMENT OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SUCH APPLICABLE ANY 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 .” Purchaser further understands that any New CT Shares held in book-entry format will be similarly restricted and that a stop-transfer order may be placed against the transfer of this Article VII shall be binding upon all subsequent holders of the Debentures unless any New CT Shares held in the opinion of counsel to any such holder, specified in Section 7.2 below, the Debentures are no longer subject to the restrictions described hereinbook-entry format.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Capital Trust Inc)

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Legends; Restrictions on Transfer. The Debentures have not been registered under the Securities Act or any state securities laws. Each Debenture issued pursuant to this Agreement (except as permitted by this Article VII) 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 VII shall be binding upon all subsequent holders of the Debentures unless in the opinion of counsel to any such holder, specified in Section 7.2 below, the Debentures are no longer subject to the restrictions described herein.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Aqua Care Systems Inc /De/)

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