Legends; Stop Transfer Orders. (a) All certificates representing the Common Shares and shares of Common Stock issued or issuable upon exercise of the Warrants shall bear the following legends:
(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. ISTA PHARMACEUTICALS, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE ACT."
(ii) THE SALE, TRANSFER OR VOTING OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A STOCK PURCHASE AGREEMENT BY AND BETWEEN ISTA PHARMACEUTICALS, INC. AND THE INVESTOR. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDERS OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ISTA PHARMACEUTICALS, INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF ISTA PHARMACEUTICALS, INC."
(iii) Any legend required by the blue sky or securities laws of any state or jurisdiction to the extent such laws are applicable to the shares represented by the certificate so legended.
(b) The certificates representing the Common Shares will be subject to a stop transfer order with the Company's transfer agent that restricts the transfer of such shares except in compliance with this Agreement.
(c) The Company acknowledges and agrees that an opinion of counsel shall not be required upon the transfer by an Investor of any securities to an Affiliate of said Investor, except in unusual circumstances.
Legends; Stop Transfer Orders. Purchaser hereby consents and agrees that Sandbox may imprint on any certificate evidencing the Securities an appropriate legend or notification to the effect that such shares are not freely transferable and may be transferred only in compliance with applicable securities laws. Purchaser further consents and agrees that Sandbox may give appropriate "stop order" instructions in this regard to any transfer agent for the Securities.
Legends; Stop Transfer Orders. Any certificates representing the Shares paid in settlement of Performance Shares and any Shares held in book-entry form, shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable laws, and the Committee may cause a legend or legends to be put on any such certificates, if applicable, to make appropriate reference to such restrictions.
Legends; Stop Transfer Orders. (a) The certificates for Shares will bear legends in substantially the following form: THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND, ACCORDINGLY, MAY BE OFFERED, SOLD, TRANSFERRED OR PLEDGED ONLY IN A TRANSACTION WHICH IS REGISTERED UNDER SUCH ACT AND UNDER SUCH LAWS OR IS EXEMPTED FROM SUCH REGISTRATION REQUIREMENTS.
(b) The certificates for Shares may also bear any legend required by any applicable state blue sky law.
(c) Any certificates for Shares will also bear a legend relating to restrictions on transfer imposed pursuant to the percentage ownership limitation contained in the Charter Documents.
(d) Seller may impose appropriate stop-transfer instructions relating to the restrictions set forth herein.
Legends; Stop Transfer Orders. Purchaser consents to the placement of a legend on the Notes and on any certificate evidencing the shares of Common Stock issuable upon conversion of the Notes as set forth in Section 6 hereof. In addition, Purchaser consents to the entrance of stop transfer orders with respect to the shares of Common Stock issuable upon conversion of the Notes.
Legends; Stop Transfer Orders. (a) All certificates for the Warrants (and Common Stock issuable upon exercise of the Warrants) may bear legends in substantially the following forms: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ACCORDINGLY, MAY BE TRANSFERRED ONLY IN A TRANSACTION WHICH IS REGISTERED UNDER SUCH ACT OR IS EXEMPT FROM SUCH REGISTRATION REQUIREMENT. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 29, 1988, A COPY OF WHICH CAN BE OBTAINED UPON REQUEST FROM THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICES.
(b) The certificates for the Warrants (and Common Stock issuable upon exercise of the Warrants) may also bear any legend required by any applicable state blue sky law.
(c) The Company may impose stop-transfer instructions with respect to the provisions of Sections 2.1(c) and 2.2(a) hereof.
Legends; Stop Transfer Orders. Conduct Shareholder understands that stop transfer instructions will be given to Mercury's transfer agent with respect to the Mercury Stock to be issued to Conduct Shareholder in the transactions contemplated by this Agreement, and that there will be placed on the certificate or certificates representing such Mercury Stock a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE."
Legends; Stop Transfer Orders. (a) The certificates for the Shares will bear a legend relating to restrictions on transfer imposed pursuant to the percentage ownership limitation contained in the Charter Documents.
(b) The Trust may impose appropriate stop-transfer instructions relating to the restrictions set forth herein.
Legends; Stop Transfer Orders. (a) The certificates for the Purchased Shares will bear legends in substantially the following form: THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND, ACCORDINGLY, MAY BE OFFERED, SOLD, TRANSFERRED OR PLEDGED ONLY IN A TRANSACTION WHICH IS REGISTERED UNDER SUCH ACT AND UNDER SUCH LAWS OR IS EXEMPTED FROM SUCH REGISTRATION REQUIREMENTS. THE SHARES ARE SUBJECT TO A STANDSTILL PROVISION SET FORTH IN SECTION 6.11 OF THAT CERTAIN SHARE PURCHASE AGREEMENT DATED JULY 30, 1998, BY AND BETWEEN THE ISSUER AND DEVELOPERS DIVERSIFIED REALTY CORPORATION.
Legends; Stop Transfer Orders. Each Purchaser hereby consents and agrees that the Company may imprint on any certificate evidencing the Securities an appropriate legend or notification to the effect that such shares are not freely transferable and may be transferred only in compliance with applicable securities laws. Except as provided in Section 4(c) above, each Purchaser further consents and agrees that the Company may give appropriate "stop order" instructions in this regard to any transfer agent for the Securities.
