Common use of Purchase for Investment; Legend on Certificate Clause in Contracts

Purchase for Investment; Legend on Certificate. Each Stockholder acknowledges that all of the securities of the Company held by such Stockholder are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) which are now or hereafter held by any Stockholder shall be subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF _____________ ___, 1997, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY."

Appears in 6 contracts

Samples: Merger Agreement (Universal Hospital Services Inc), Merger Agreement (Universal Hospital Services Inc), Merger Agreement (Jw Childs Equity Partners L P)

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Purchase for Investment; Legend on Certificate. Each Stockholder acknowledges that all of the securities of the Company held by such Stockholder are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transferTransfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) which are now or hereafter held by any Stockholder shall be subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legendlegends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF _____________ ___OCTOBER 17, 19972001, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT."

Appears in 3 contracts

Samples: Stockholders Agreement (Insight Health Services Holdings Corp), Stockholders Agreement (Signal Medical Services), Stockholders Agreement (Signal Medical Services)

Purchase for Investment; Legend on Certificate. Each Stockholder ---------------------------------------------- acknowledges that all of the securities of the Company held by such Stockholder are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) which are now or hereafter held by any Stockholder shall be subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF _____________ ___, 1997, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY."

Appears in 1 contract

Samples: Merger Agreement (Universal Hospital Services Inc)

Purchase for Investment; Legend on Certificate. Each Stockholder acknowledges that all of the securities of the Company held by such Stockholder are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) which are now or hereafter held by any Stockholder shall be subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon either of the following legendlegends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF _____________ _NOVEMBER __, 1997, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY." or "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PROVISIONS REGARDING THE VOTING OF SUCH SECURITIES AND CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER __, 1997, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."

Appears in 1 contract

Samples: Stockholders Agreement (Desa Holdings Corp)

Purchase for Investment; Legend on Certificate. Each Stockholder of the parties acknowledges that all of the securities of the Company Shares held by such Stockholder party are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Shares may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Shares which are now or hereafter held owned by any Stockholder shall be the Stockholders and which are subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF 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." "The securities represented by this Certificate are subject to the terms and conditions, including certain restrictions on transfer, of a Stockholders Agreement dated as of April 30, 2004, as amended from time to time, 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 STOCKHOLDERS AGREEMENT DATED AS OF _____________ ___, 1997, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANYcopy of the Stockholders Agreement is on file with the Clerk of the Company and will be mailed to any properly interested person without charge within five (5) business days after receipt of a written request."" All shares shall also bear all legends required by federal and state securities laws.

Appears in 1 contract

Samples: Stockholders Agreement (Amscan Holdings Inc)

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Purchase for Investment; Legend on Certificate. Each Stockholder of the ---------------------------------------------- parties acknowledges that all of the securities of the Company Shares held by such Stockholder party as shown on the Schedule of Stockholders attached as Exhibit A hereto are being (or have been) --------- acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Shares may be made except in compliance with applicable federal and state securities laws. All of the certificates or other instruments representing any Shares of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Company which are now or hereafter held owned by any Stockholder shall be the Stockholders and which are subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, OF A STOCKHOLDERS STOCKHOLDERS' AGREEMENT DATED AS OF _____________ ___SEPTEMBER 19, 19971996, AS AMENDED FROM TIME TO TIME, 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 STOCKHOLDERS' AGREEMENT IS ON FILE WITH AND AVAILABLE FROM 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."

Appears in 1 contract

Samples: Stockholders' Agreement (Experian Corp)

Purchase for Investment; Legend on Certificate. Each Stockholder of the parties acknowledges that all of the securities of the Company Shares held by such Stockholder party are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Shares may be made except in compliance with applicable federal and state securities laws. All of the certificates or other instruments representing any Shares of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) Company which are now or hereafter held owned by any Stockholder shall be the Stockholders and which are subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, OF A STOCKHOLDERS STOCKHOLDERS' AGREEMENT DATED AS OF _____________ ___APRIL 24, 19971998, AS AMENDED FROM TIME TO TIME, 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 STOCKHOLDERS' AGREEMENT IS ON FILE WITH AND AVAILABLE FROM 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."

Appears in 1 contract

Samples: Stockholders' Agreement (Eye Care Centers of America Inc)

Purchase for Investment; Legend on Certificate. Each Stockholder acknowledges that all of the securities of the Company held by such Stockholder are being (or have been) acquired for investment and not with a view to the distribution thereof and that no transfer, hypothecation or assignment of any such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) may be made except in compliance with applicable federal and state securities laws. All the certificates or other instruments representing any of such securities (including the Common Stock for which such securities may be exercisable or exchangeable or into which such securities may be convertible) which are now or hereafter held by any Stockholder shall be subject to the terms of this Agreement and shall have endorsed in writing, stamped or printed, thereon the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS STOCKHOLDERS' AGREEMENT DATED AS OF _____________ ___FEBRUARY 25, 19971998, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY."

Appears in 1 contract

Samples: Stockholders' Agreement (Universal Hospital Services Inc)

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