RESTRICTED SHARES/LEGEND. Warrantholder understands that the Shares issuable upon the exercise of the Warrant under this Agreement shall be "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, and shall bear a legend in the form substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE "LAWS"). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND THE LAWS.
RESTRICTED SHARES/LEGEND. Warrantholder understands that the Company will treat the Shares issuable upon the exercise of the Warrant under this Warrant as “restricted securities” as that term is defined in Rule 144 promulgated under the Act, regardless of whether such shares are deemed to have been issued in a transaction involving a public offering, and unless a registration statement relating to the resale of the Shares shall then be effective under the Act, shall bear a legend in the form substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND THE LAWS. Warrantholder agrees that any issuance by the Company of Shares without the above restrictive legend is predicated upon the Company’s reliance that Warrantholder will sell any Shares pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom.
RESTRICTED SHARES/LEGEND. Vendor agrees and acknowledges that the certificates evidencing the Restricted Shares may bear a legend substantially in the following form, or as may be required by applicable securities laws: "The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted stock" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to the effective registration statement under the act or pursuant to an exemption from registration under the Act, the availability of which is to he established to the satisfaction of the Company.
RESTRICTED SHARES/LEGEND. All shares of Nugget Common Stock to be issued to the GoHealth.md Shareholders will be issued pursuant to exemptions from registration and therefore shall be "restricted securities" as defined in the Act; and each stock certificate issued to such recipients hereunder will bear a restrictive legend substantially as follows: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be sold or otherwise transferred unless in compliance with the registration provisions of such Act and state laws or unless availability of an exemption from such registration provisions has been established. Appropriate stop transfer instructions regarding such shares shall be given to Nugget's stock transfer agent, American Securities Transfer.
RESTRICTED SHARES/LEGEND. All of the FLEX Common Shares issued to the OASIS Stockholders herein will be "restricted securities" as defined in Rule 144 under the 1933 Act; and each stock certificate issued to the OASIS stockholders hereunder will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to FLEX's stock transfer agent.
RESTRICTED SHARES/LEGEND. All of the COLONY Common Shares issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the '33 Act; and each stock certificate issued to SELLERS hereunder will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to COLONY's stock transfer agent.
RESTRICTED SHARES/LEGEND. All of the APEC Common Shares issued to SELLERS hereunder will be "restricted securities" as defined in Rule 144 under the '33 Act; and each stock certificate issued to SELLERS hereunder will bear the usual restrictive legend to such effect. Appropriate Stop Transfer instructions will be given to APEC's stock transfer agent.
RESTRICTED SHARES/LEGEND. (i) Each Conversion Share will bear the Restricted Shares Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Shares Legend if the Company determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Shares Legend.
(ii) Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Shares Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Shares Legend.
RESTRICTED SHARES/LEGEND. The 3,421,077 shares of HYTK Common Stock issued to the Quest Shareholders and the 100,000 Common Shares issued to the Quest Advisor, as defined in Exhibit O, have been issued pursuant to exemptions from registration and therefore are "restricted securities" as defined in the 1933 Act; and each stock certificate issued to such recipients hereunder will bear a restrictive legend substantially as follows: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be sold or otherwise transferred unless a compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to rule 144 under the Securities Act of 1933, as amended. Appropriate stop transfer instructions regarding such shares shall be given to HYTK's stock transfer agent.
RESTRICTED SHARES/LEGEND. The 56,445,460 shares of AR Common Stock to be issued to the Ultra Clear Shareholders will be issued pursuant to exemptions from registration and therefore shall be "restricted securities" as defined in the Act; and each stock certificate issued to such recipients hereunder will bear a restrictive legend substantially as follows: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be sold or otherwise transferred unless in compliance with the registration provisions of such Act and state laws or unless availability of an exemption from such registration provisions has been established. Appropriate stop transfer instructions regarding such shares shall be given to AR's stock transfer agent, Signature Stock Transfer, Inc.
