Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. The Investors understand that the Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such law and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investors understand that certificates evidencing the Shares may bear one or all of the following legends: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred without (i) an opinion of counsel satisfactory to the corporation that such transfer may lawfully be made without registration under such Act or qualification under applicable state securities laws; or (ii) such registration or qualification, except for a transfer in compliance with Rule 144 under the Act." If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority. Any purchaser of the Shares pursuant to an effective registration statement under the Securities Act will be entitled to receive a certificate bearing no restrictive legend.

Appears in 1 contract

Samples: Asset Purchase Agreement (Symbollon Corp)

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Restricted Securities; Legends. The Investors understand Investor understands that the Initial Shares are are, and the Subsequent Shares will be, characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such law and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investors understand Investor understands that certificates evidencing the Shares may bear one or all of the following legends: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred without (i) an opinion of counsel satisfactory to the corporation that such transfer may lawfully be made without registration under such Act or qualification under applicable state securities laws; or (ii) such registration or qualification, except for a transfer in compliance with Rule 144 under the Act." If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority. Any purchaser of the Shares pursuant to an effective registration statement under the Securities Act will be entitled to receive a certificate bearing no restrictive legend.

Appears in 1 contract

Samples: Investor Rights Agreement (Osi Pharmaceuticals Inc)

Restricted Securities; Legends. The Investors understand Investor understands that the Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such law laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investors understand Investor understands that certificates evidencing the Shares may bear one or all of the following legends: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred without (i) an opinion of counsel satisfactory to the corporation that such transfer may lawfully be made without registration under such Act or qualification under applicable state securities laws; or (ii) such registration or qualification, except for a transfer in compliance with Rule 144 under the Act." If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority. Any purchaser of the Shares pursuant to an effective registration statement under the Securities Act will be entitled to receive a certificate bearing no restrictive legend.

Appears in 1 contract

Samples: Stock Purchase Agreement (Osi Pharmaceuticals Inc)

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Restricted Securities; Legends. The Investors understand Investor understands that the Shares are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such law laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Investors understand Investor understands that certificates evidencing the Shares may bear one or all of the following legends: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred without (i) an opinion of counsel satisfactory to the corporation that such transfer may lawfully be made without registration under such Act or qualification under applicable state securities laws; or (ii) such registration or qualification, except for a transfer in compliance with Rule 144 under the Act." If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority. Any purchaser of the Shares pursuant to an effective registration statement under the Securities Act will be entitled to receive a certificate bearing no restrictive legend.

Appears in 1 contract

Samples: Stock Purchase Agreement (Osi Pharmaceuticals Inc)

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