Common use of Legends; Stop Transfer Clause in Contracts

Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF DECEMBER 18, 2006, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, DATED AS OF NOVEMBER 1, 2005, AS AMENDED, AMONG THE ISSUER OF THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.”

Appears in 2 contracts

Samples: Restricted Stock Agreement (Geovera Insurance Holdings, Ltd.), Restricted Stock Agreement (Geovera Insurance Holdings, Ltd.)

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Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF DECEMBER 18NOVEMBER 1, 20062005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, DATED AS OF NOVEMBER 1, 2005, AS AMENDED, AMONG THE ISSUER OF THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.”

Appears in 1 contract

Samples: Restricted Stock Agreement (Geovera Insurance Holdings, Ltd.)

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Legends; Stop Transfer. (a) Each certificate representing the Shares shall bear legends in or substantially in the following form: “THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, OR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN REPURCHASE RIGHTS IN FAVOR OF THE COMPANY AND CERTAIN PROVISIONS REGARDING RESTRICTIONS UPON TRANSFER CONTAINED IN A RESTRICTED STOCK AGREEMENT, DATED AS OF DECEMBER 18NOVEMBER 1, 20062005, COPIES OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE TIME SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN MANAGEMENT MEMBERS’ AGREEMENT, DATED AS OF NOVEMBER 1, 2005, AS AMENDED, AMONG THE ISSUER OF THIS CERTIFICATE AND CERTAIN OF ITS MEMBERS. THE MANAGEMENT MEMBERS’ AGREEMENT CONTAINS CERTAIN RESTRICTIVE PROVISIONS RELATING TO THE VOTING AND TRANSFER OF SHARES REPRESENTED HEREBY. A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL OFFICES. UPON WRITTEN REQUEST TO THE COMPANY’S SECRETARY, A COPY OF THE MANAGEMENT MEMBERS’ AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE.”

Appears in 1 contract

Samples: Restricted Stock Agreement (Geovera Insurance Holdings, Ltd.)

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