Legends; Stop Transfer Instructions Clause Samples

Legends; Stop Transfer Instructions. (a) In addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each certificate or book entry representing Restricted Securities shall be stamped or otherwise imprinted with the following legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF JUNE 17, 2020, BETWEEN THE HOLDER HEREOF AND THE ISSUER, AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.” (b) The Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent and registrar against the transfer of the Restricted Securities except in compliance with this Agreement.

Legends; Stop Transfer Instructions. The Company may affix appropriate legends upon the certificates for shares of Common Stock issued upon exercise of this Option and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to: (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act and any applicable state securities laws; or (b) implement the provisions of any agreement between the Company and the Optionee with respect to such shares of Common Stock. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Legends; Stop Transfer Instructions. The Restricted Holder hereby consents to the placing of legends or the entry of stop transfer instructions with the Parent’s transfer agent and registrar against the transfer of the Restricted Securities, except in compliance with this Agreement.

Legends; Stop Transfer Instructions. (i) The Administrator may require that each certificate or other instrument representing any Family Member Shares that are subject to any of the provisions of this Agreement bear a legend substantially in the following form, in addition to any other legend required under applicable law or by contract: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A TRANSFER RESTRICTION AGREEMENT, DATED AS OF SEPTEMBER 29, 2017, BY AND AMONG NACCO INDUSTRIES, INC., A DELAWARE CORPORATION, ▇▇▇▇▇▇▇▇ BEACH BRANDS HOLDING COMPANY, A DELAWARE CORPORATION, AND EACH OF THE MEMBERS OF THE ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ FAMILIES PARTY THERETO. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS RESTRICTED BY SUCH AGREEMENT AND ANY SUCH SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION MAY BE MADE ONLY UPON COMPLIANCE THEREWITH.” (ii) In order to ensure compliance with the transfer restrictions provided for in this Agreement, NACCO and/or ▇▇▇▇▇▇▇▇ Beach Holding may issue appropriate “stop transfer” certificates or instructions in the event of a Transfer in violation of any provision of this Agreement and may make appropriate notations to the same effect in their stock record books.

Legends; Stop Transfer Instructions. (a) Legend and Instructions Applicable to the Shares. Purchaser hereby acknowledges and agrees that each of the certificates representing the Shares and the Warrant Shares shall be subject to stop transfer instructions against the transfer of legended certificates representing the Shares or the Warrant Shares and shall bear a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred or otherwise disposed of unless they have been registered under such Act or pursuant to an exemption from registration under such Act. The sale, transfer, pledge or other disposition of the shares represented by this certificate is also subject to certain limitations set forth in a Stock and Warrant Purchase Agreement dated as of May 13, 1997 (the "Purchase Agreement") between PRAECIS PHARMACEUTICALS, INC. and Sylamerica, Inc. A copy of the Purchase Agreement is on file with the Secretary of PRAECIS PHARMACEUTICALS, INC." (a) the legend contemplated by this Section 2.8(a) regarding restrictions under the Securities Act in the event that outside counsel for Purchaser delivers to PRAECIS an opinion to the effect that the sale or transfer of such Shares or Warrant Shares is exempt from the registration requirements of the Securities Act or that such sale or transfer is no longer restricted by the Securities Act, and (b) the legend contemplated by this Section 2.8(a) regarding the limitations on transfer hereunder at the time after which such limitations are no longer applicable or have been waived in writing by PRAECIS.

Legends; Stop Transfer Instructions. (a) The Restricted Holder hereby consents to the placing of legends or the entry of stop transfer instructions with the CryptoSign’s transfer agent and registrar against the transfer of the Restricted Securities, except in compliance with this Agreement. Each of the Restricted Securities shall contain the following additional legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THAT CERTAIN LOCK-UP AGREEMENT DATED OCTOBER 8, 2015 BETWEEN THE COMPANY AND THE STOCKHOLDERS WHICH RESTRICTS THE SALE, PLEDGE OR TRANSFER OF THE SHARES AS SET FORTH THEREIN AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Legends; Stop Transfer Instructions. (a) In addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate representing Restricted Securities shall be stamped or otherwise imprinted with the following legend: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF __________, 2013, BETWEEN THE HOLDER HEREOF AND THE ISSUER AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.” (b) The Purchaser and any duly appointed transfer agent for the registration or transfer of the Restricted Securities are hereby authorized to decline to make any transfer of securities if such transfer is not in compliance with Section 3 or would otherwise constitute a violation or breach of this Agreement. The Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Purchaser’s transfer agent and registrar against the transfer of the Restricted Securities or securities convertible into or exchangeable for Restricted Securities held by the Restricted Holder except in compliance with this Agreement.

Legends; Stop Transfer Instructions. (a) Each certificate evidencing Shares (including any Shares outstanding prior to the date hereof) and each certificate issued in exchange for or upon the Transfer of any Shares (if such shares remain Shares as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERs AGREEMENT DATED AS OF FEBRUARY 20, 2002, AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S SHAREholders. THE TERMS OF SUCH SHAREholders AGREEMENT INCLUDE, AMONG OTHER THINGS, VOTING AGREEMENTS AND RESTRICTIONS ON TRANSFERS. A COPY OF SUCH SHAREholders AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." The legend set forth above shall be removed from the certificates evidencing any shares which cease to be Shares in accordance with the terms of this Agreement. (b) The Company agrees to give effect to the transfer restrictions imposed by this Agreement by placing an "issuer hold" on the Shares owned by the Original Founder Shareholders and it will not release such issuer hold except in respect of a transfer in compliance with this Agreement. Each Shareholder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Existing Shares in order to implement the restrictions on transfer established in this Agreement. The Company agrees to keep a copy of this Agreement (as it may from time to time be amended) at its place of business and to make this Agreement subject to the same right of examination by shareholders of the Company, in person or by agent, attorney or accountant, as are the books and records of the Company. If any Original Founder Shareholder Transfers any Existing Shares (other than in a Permitted Transfer) such Existing Shares will be legended in accordance with Section 7.10(a) and this Section 7.10(b) shall no longer apply to such transferred Existing Shares.

Legends; Stop Transfer Instructions