Common use of Legends; Securities Act Compliance Clause in Contracts

Legends; Securities Act Compliance. (a) The Investor acknowledges that certain of the Shares have not been registered under the Securities Act or under any state securities Laws and agrees that it will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws. The Investor agrees that all certificates, book-entry shares or other instruments representing such Shares will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (b) Subject to Section 4.8(b), upon the request of the Investor, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or applicable state Laws, as the case may be, the Company will promptly cause the legend to be removed from any certificate or book-entry share for any Shares to be so transferred.

Appears in 1 contract

Samples: Investor Rights Agreement (Navigator Holdings Ltd.)

AutoNDA by SimpleDocs

Legends; Securities Act Compliance. (a) The Each Investor acknowledges that certain of the Shares have not been registered under the Securities Act or under any state securities Laws laws and agrees that it will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Lawslaws. The Each Investor agrees that all certificates, book-entry shares or other instruments representing such Shares will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (b) Subject to Section 4.8(b), upon the request of the an Investor, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or applicable state Lawslaws, as the case may be, the Company will promptly cause the legend to be removed from any certificate or book-entry share for any Shares to be so transferred.

Appears in 1 contract

Samples: Investor Rights Agreement (Navigator Holdings Ltd.)

Legends; Securities Act Compliance. (a) The Each Investor acknowledges that certain of the Shares have not been registered under the Securities Act or under any state securities Laws and agrees that it will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws. The Each Investor agrees that all certificates, book-entry shares or other instruments representing such the Shares subject to this Agreement will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (b) Subject to Section 4.8(b4.7(b), upon the request of the an Investor, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or applicable state Laws, as the case may be, the Company will promptly cause the legend to be removed from any certificate or book-entry share for any Shares to be so transferred.

Appears in 1 contract

Samples: Investor Rights Agreement (Navigator Holdings Ltd.)

AutoNDA by SimpleDocs

Legends; Securities Act Compliance. (a) The Investor acknowledges that certain of the Shares have not been registered under the Securities Act or under any state securities Laws laws and agrees that it will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Lawslaws. The Investor agrees that all certificates, book-entry shares or other instruments representing such Shares will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” (b) Subject to Section 4.8(b), upon the request of the Investor, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act or applicable state Lawslaws, as the case may be, the Company will promptly cause the legend to be removed from any certificate or book-entry share for any Shares to be so transferred.

Appears in 1 contract

Samples: Investor Rights Agreement (Navigator Holdings Ltd.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!