Common use of Legends; Stop Transfer Clause in Contracts

Legends; Stop Transfer. (a) The Management Investor acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These securities have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities are subject to the terms and conditions, including restrictions on transfer, of an Amended and Restated Shareholders' Agreement dated as of December 17, 1993, as amended from time to time, a copy of which is on file with the Secretary of the Company." (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. All Common Stock of the Company hereafter issued to the Management Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed "Shares" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor.

Legends; Stop Transfer. (a) The Management Investor Purchaser acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These -------------------- The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act Act, or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities are subject to the terms and conditions, including restrictions on transfer, of an Amended and Restated Shareholders' Agreement dated as of December 17, 1993, as amended from time to time, a copy of which is on file with the Secretary of the Company." (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act and applicable state securities laws covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereofthis Agreement. All Common Stock of the Company hereafter issued to the Management Investor Purchaser shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed shares of "SharesCommon Stock" hereunder. A copy of this Agreement, together with any amendments amendment thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor.

Legends; Stop Transfer. (a) The Management Each Investor acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state Securities Laws and may not be sold, offered for sale, pledged or hypothecated sold except in the absence of an effective registration statement as to the compliance therewith. The securities under said Act or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities represented by this certificate are subject to the terms and conditions, including certain restrictions on transfer, of an Amended and Restated ShareholdersInvestors' Agreement dated as of December 17January 21, 19931998, as amended from time to time, a and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in that Agreement. A copy of which the Investors' Agreement is on file with the Secretary of the CompanyCompany and will be mailed to any properly interested person without charge within five (5) days after receipt of a written request." (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act and applicable state securities laws covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e3.6(h) hereof. All Common Stock common stock of the Company and/or the Surviving Corporation hereafter issued to the Management any Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed shares of "SharesCommon Stock" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor.

Legends; Stop Transfer. (a) The Management Investor acknowledges that all All certificates evidencing the Warrant Shares shall bear legends in substantially the following legendforms: "TRANSFER RESTRICTED These The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, . These securities have been acquired for investment and not with a view to distribution and may not be sold, offered for sale, sold, pledged or hypothecated otherwise transferred in the absence of an effective registration statement as to the for such securities under said the Securities Act of 1933 or an opinion of counsel reasonably satisfactory in form and content to the Company and its counsel issuer that such registration is not required. These required under such Act." "The securities represented by this certificate are subject to, and transferable only in accordance with, the provisions of a Securities Purchase Agreement between issuer and Interiors, Inc." "The securities represented by this certificate are also subject to the provisions of a Pledge Agreement between issuer and Interiors, Inc." "The securities represented by this certificate are subject to the terms and conditionsof The Bentley International, including restrictions on transfer, Inc. Voting Trust Agreement No. 1." "Copies of an Amended and Restated Shareholders' Agreement dated as of December 17, 1993, as amended from time to time, a copy of which is the aforementioned agreements are on file with in the Office of the Secretary of the Companyissuer." (b) " The certificates evidencing the Warrant Shares shall also bear any legend required by any applicable state securities law. (c) . In addition, the Company shall make make, or cause its transfer agent to make, a notation regarding the transfer restrictions on transfer of this Warrant and the Warrant Shares in its stock books, and this Warrant and the Warrant Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares the same or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. All Common Stock of the Company hereafter issued to the Management Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed "Shares" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor8.1(d).

Legends; Stop Transfer. (a) The Management Investor acknowledges that all All certificates evidencing the Warrant Shares shall bear legends in substantially the following legendforms: "TRANSFER RESTRICTED These The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, . These securities have been acquired for investment and not with a view to distribution and may not be sold, offered for sale, sold, pledged or hypothecated otherwise transferred in the absence of an effective registration statement as to the for such securities under said the Securities Act of 1933 or an opinion of counsel reasonably satisfactory in form and content to the Company and its counsel issuer that such registration is not required. These required under such Act." "The securities represented by this certificate are subject to, and transferable only in accordance with, the provisions of a Securities Purchase Agreement between issuer and Interiors, Inc." "The securities represented by this certificate are also subject to the provisions of a Pledge Agreement between issuer and Interiors, Inc." "The securities represented by this certificate are subject to the terms and conditionsof The Bentley International, including restrictions on transfer, Inc. Voting Trust Agreement No. 1." "Copies of an Amended and Restated Shareholders' Agreement dated as of December 17, 1993, as amended from time to time, a copy of which is the aforementioned agreements are on file with in the Office of the Secretary of the Companyissuer." (b) The certificates evidencing the Warrant Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make make, or cause its transfer agent to make, a notation regarding the transfer restrictions on transfer of this Warrant and the Warrant Shares in its stock books, and this Warrant and the Warrant Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares the same or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. All Common Stock of the Company hereafter issued to the Management Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed "Shares" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor8.1(d).

Legends; Stop Transfer. (a) The Management Each Investor acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These -------------------- The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state Securities Laws and may not be sold, offered for sale, pledged or hypothecated sold except in the absence of an effective registration statement as to the compliance therewith. The securities under said Act or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities represented by this certificate are subject to the terms and conditions, including certain restrictions on transfer, of an Amended and Restated ShareholdersInvestors' Agreement dated as of December 17January 21, 19931998, as amended from time to time, a and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in that Agreement. A copy of which the Investors' Agreement is on file with the Secretary of the CompanyCompany and will be mailed to any properly interested person without charge within five (5) days after receipt of a written request." (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act and applicable state securities laws covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e3.6(h) hereof. All Common Stock common stock of the Company and/or the Surviving Corporation hereafter issued to the Management any Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed shares of "SharesCommon Stock" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor.

Legends; Stop Transfer. (a) The Management Each Investor acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These ------------------- The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state Securities Laws and may not be sold, offered for sale, pledged or hypothecated sold except in the absence of an effective registration statement as to the compliance therewith. The securities under said Act or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities represented by this certificate are subject to the terms and conditions, including certain restrictions on transfer, of an Amended and Restated ShareholdersInvestors' Agreement dated as of December 17January 21, 19931998, as amended from time to time, a and none of such securities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in that Agreement. A copy of which the Investors' Agreement is on file with the Secretary of the CompanyCompany and will be mailed to any properly interested person without charge within five (5) days after receipt of a written request." (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities law. (c) In addition, the Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act and applicable state securities laws covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e3.6(h) hereof. All Common Stock common stock of the Company and/or the Surviving Corporation hereafter issued to the Management any Investor shall bear the same endorsement, shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed shares of "SharesCommon Stock" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefor.

Legends; Stop Transfer. (a) The Management Investor Xxxxxxxx acknowledges that all certificates evidencing the Shares shall bear the following legend: "TRANSFER RESTRICTED These The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under said Act or an opinion of counsel satisfactory to the Company and its counsel that such registration is not required. These securities are subject to the terms and conditions, including restrictions on transfer, of an Amended and Restated Shareholders' Agreement dated as of December 17, 1993, as amended from time to time, a copy of which is on file with the Secretary of the Company."” (b) The certificates evidencing the Shares shall also bear any legend required by any applicable state securities lawlaw and the Securityholders’ Agreement. (c) In addition, the The Company shall make a notation regarding the restrictions on transfer of the Shares in its stock books, and the Shares shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the 1933 Act covering such Shares or pursuant to and in compliance with the provisions of Section 3.2(e) hereof. All shares of Class A Common Stock of the Company hereafter issued to the Management Investor Xxxxxxxx shall bear the same endorsement, and shall be subject to all the terms and conditions of this Agreement, and for all purposes shall be deemed "Shares" hereunder. A copy of this Agreement, together with any amendments thereto, shall remain on file with the Secretary of the Company and shall be available for inspection to any properly interested person without charge within five (5) days after the Company's receipt of a written request therefortherefor by the Company.