Registration and Legends Sample Clauses

Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Shares under the Act, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder’s investment intent at the time the Holder acquires the Warrant or the Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Shares, for the Holder’s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Shares. Because the Warrant and the Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Securities Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.
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Registration and Legends. This Warrant and the Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended ("the Act"). Upon exercise, in whole or in part, of this Warrant, the certificates representing the Shares shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 ("ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
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Registration and Legends. The Optionee understands that (i) the Company has not registered the Option or the Shares under the Securities Act of 1933, as amended, or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Optionee’s investment intent at the time the Optionee acquires the Option or the Shares. The Optionee therefore represents and warrants that Optionee is acquiring the Option, and will acquire the Shares, for the Optionee’s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Option or the Shares. Because the Option and the Shares are not registered, the Optionee is aware that the Optionee must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Optionee must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Option, the Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available.
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Registration and Legends. Xxxxxxx understands that (i) the Company has not registered the Option or the Exercise Shares under the Securities Act of 1933 as amended (the “Act”) or the applicable securities laws of any state. Xxxxxxx represents and warrants that Xxxxxxx is acquiring the Option and will acquire the Exercise Shares, for Xxxxxxx’x own account for investment not with a view to distribution, assignment, resale or other transfer of the Option or the Exercise Shares. Because the Option and the Exercise Shares are not registered. Xxxxxxx is aware that Xxxxxxx must hold them indefinitely unless they are registered under the Act and any applicable securities laws or Xxxxxxx must obtain exemptions from such registration. Upon exercise in part or in whole of this Option, the Exercise Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and they may not be offered for sale, sold, transferred, pledged, or hypothecated without an effective registration statement under the Act and under any applicable state securities laws, or any opinion of counsel, satisfactory to the Company that an exemption from such registration is available.
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Registration and Legends. (a) The Director understands that at the Grant Date the Shares have not been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Director represents that the Shares are being acquired by him or her for investment for his or her account and not with a view to, or in connection with, the sale or other distribution thereof. The certificate or certificates underlying the Shares will bear the following legends: ‘‘The shares of stock represented by this certificate are subject to certain restrictions and obligations stated in and are transferable only upon compliance with the provisions of an Agreement dated , 200 between this Corporation and the registered holder, a copy of which Agreement is on file in the office of the Secretary of this Corporation. ‘‘The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). The shares have been acquired for investment and must be held unless they are subsequently registered under the Securities Act or, in the opinion of counsel to Sona Mobile Holdings Corp., an exemption from registration under the Securities Act is available. Any routine sales of the securities which may be made in reliance upon Rule 144 under the Securities Act, if available, can be made only in limited amounts in accordance with all of the terms and conditions of that Rule.’’
Sample 1
Registration and Legends. The Holder understands that (i) the Company has not registered the Warrant or the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”), or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Holder's investment intent at the time the Holder acquires the Warrant or the Warrant Shares. The Holder therefore represents and warrants that it is acquiring the Warrant, and will acquire the Warrant Shares, for the Holder's own account for investment and not with a view to distribution, assignment, resale or other transfer of the Warrant or the Warrant Shares. Because the Warrant and the Warrant Shares are not registered, the Holder is aware that the Holder must hold them indefinitely unless they are registered under the Securities Act and any applicable securities laws or the Holder must obtain exemptions from such registration. Upon exercise, in part or in whole, of this Warrant, the Warrant Shares shall bear the following legend: The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration statement under the Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the company, that an exemption from such registration is available.
Sample 1
Registration and Legends. In connection with the matters set forth in this Article 2 such Holder understands and agrees that: (a) Newco is under no further obligation to register the sale, transfer or other disposition of the Common Shares received by such Holder as a result of the Merger or to take any other action necessary in order to make compliance with an exemption from registration available, except as set forth in Section 2.3 or Article 3 below. (b) Stop transfer instructions will be given to the transfer agents of Newco with respect to the Common Shares such Holder will receive as a result of the Merger, and there will be placed on the certificates representing such shares, or any certificates delivered in substitution therefor, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 under the Securities Act of 1933 applies. The shares represented by this certificate may be transferred only in accordance with the terms of an agreement dated _______________, 1995, between the registered holder hereof and Tokox/Xxxlthdyne Acquisition Company, Inc., a copy of which agreement is on file at the principal offices of Tokox/Xxxlthdyne Acquisition Company, Inc." (c) Unless the transfer by such Holder of such Holders' Common Shares is a sale made in conformity with the provisions of Rule 145 of the Rules and Regulations or made pursuant to a registration under the Securities Act, Newco reserves the right to put the following legend on the certificates issued to such Holder's transferee: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 and may not be sold, pledged or otherwise transferred except pursuant to a registration statement or in accordance with an exemption from the registration requirements of the Securities Act of 1933." It is understood and agreed that the legends set forth above shall be removed and substitute certificates shall be delivered without any such legend and the transfer agents will be instructed to effectuate transfers of Common Shares if the Holder delivers to Newco a letter from the staff of the Commission or an opinion of counsel in form and substance reasonably satisfactory to Newco to the effect that such legend is not required for the purposes of the Securities Act.
Sample 1
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Related to Registration and Legends

  • Securities Law Legend The Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

  • Form of Legend for Global Securities Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

  • Securities Act Legend If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.

  • Registration and Transfer of Certificates (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws. (b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate. (c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.

  • Warrants Legend The Warrants shall bear the following or similar legend: "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAVO! FOODS INTERNATIONAL CORP. THAT SUCH REGISTRATION IS NOT REQUIRED."

  • Registration and Listing 15 Section 3.3

  • Other Legends A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

  • OID Legend Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. Federal income tax purposes will bear a legend in substantially the following form: “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUERS AT THE FOLLOWING ADDRESS: TARGA RESOURCES PARTNERS LP, 0000 XXXXXXXXX XX., XXXXX 0000, XXXXXXX, XXXXX 00000, ATTENTION: INVESTOR RELATIONS.”

  • Registrations on Form S-3 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

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