Restricted Securities and Legend. Brette understands that the shares of ISMR Stock being purchased by Bretxx xxx not registered under the Securities Act of 1933, as amended (xxx "Xct"), Delaware securities laws, or any other applicable securities law. Therefore, the shares of ISMR Stock are deemed to be restricted stock as such term is used in the rules and regulations promulgated under the Act and cannot be sold or otherwise transferred unless such sale or transfer is effectuated to an effective registration statement under the Act and all applicable state securities laws or pursuant to an exemption from registration. The Brette understands that ISMR will not permit a transfer of the shares of XXXX Stock unless such transfer is exempt from registration or a registration statement has become effective pertaining to such transfer. Brette agrees and understands that the stock certificates representing txx xxxres of ISMR Stock shall contain a legend on the reverse side of the certificates in substantially the following form: THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE ARE RESTRICTED SECURITIES AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. THE COMPANY WILL REFUSE TO PERMIT A TRANSFER OF THIS STOCK UNLESS THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO COUNSEL FOR THE COMPANY THAT SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION FROM REGISTRATION. THIS STOCK HAS NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT OR THE SECURITIES ACT OF 1933, AS AMENDED.
Restricted Securities and Legend. The Investor understand that neither the Note nor any of the Conversion Shares have been registered under the Act or the securities laws of any State and that the Note and the certificates for the Conversion Shares shall be a legend substantially similar to the one found on the Note attached hereto as Exhibit A. Certificates evidencing the Conversion Shares need not contain any legend (i) while a registration statement covering the resale of such security is effective under the Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, or (iii) if such Conversion Shares are eligible for sale under Rule 144(b)(1) without reliance on the conditions set forth in Rule 144(c)(1) relating to the availability of current public information.
Restricted Securities and Legend. The parties understand and acknowledge that the Xxxxx Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and will be considered "restricted securities" as defined in the Act. Sellers are aware of the restrictions on transfer applicable to restricted securities, including the provisions of Rule 144 promulgated under the Act. The certificates evidencing the Xxxxx Shares will bear a legend reading substantially as follows: "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold or disposed of in the absence of a registration statement in effect with respect thereto or an opinion of counsel satisfactory to the Company that such transaction will not be in violation of applicable securities laws." The transferability of the IAN Holdings Shares will be subject to the applicable laws of the Cayman Islands, as well as any applicable laws of the United States.
