Restriction on Certificates. Each certificate for the option shares to be issued hereunder, until the Option Holder has held this stock option agreement for a period of two years, without the intent of selling, transferring, or disposing them, shall bear a legend reading substantially as follows: "Neither this stock option agreement nor the shares of common stock issuable upon the exercise of the stock option agreement have been registered under the United States Securities Act of 1933; and the common stock to be issued under the stock option agreement has been acquired for investment and has not been registered under the Securities Act of 1933 or the securities law of any state. Except upon such registration, such securities may not be sold, pledged, hypothecated or otherwise transferred unless the transferor delivers to Commerce Group Corp., an opinion of counsel satisfactory to Commerce Group Corp., its counsel, its transfer agent and its counsel that registration is not required and such transfer will not be in violation of the Securities Act of 1933 or any applicable state securities laws or any rule of regulation thereunder."
Restriction on Certificates. All certificates representing Shares subject to the provisions of this Agreement shall have endorsed thereon, among others, the following legends:
(a) “THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES, AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE SHARES, OR (2) UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT THE SHARES MAY BE TRANSFERRED WITHOUT REGISTRATION”; and
(b) Any other legend required to be placed thereon by state and federal securities authorities.
Restriction on Certificates. The Shareholder understands and agrees that the certificates issued to him or her representing the Shares:
(a) shall contain the following legend so long as the Shares are subject to the restrictions specified in this Agreement: "TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE WITHOUT THE WRITTEN CONSENT OF THE EQUITY COMMITTEE OF KORN/FERRY INTERNATIONAL IS PROHIBITED BY THE TERMS OF A STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."
(b) May contain additional legends as required by state securities laws.
(c) Shall contain the following legend, if the Shareholder is not a U.S. Person, as defined in the Act and Regulation S promulgated thereunder: "THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED."
Restriction on Certificates. In accordance with section 6.8 of the Act and clause 146A of the Regulation an Occupation Certificate must not be issued for the Development unless the Developers have paid the Monetary Contributions in accordance with the terms of this agreement and Schedule 1.
Restriction on Certificates. The Shareholder understands and --------------------------- agrees that the certificate(s) issued to him or her representing the Shares:
(i) Shall contain the following legend: "TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A RESTATED AND AMENDED STOCK REPURCHASE AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."
(ii) May contain additional legends as required by state securities laws.
Restriction on Certificates. The Shareholder understands and --------------------------- agrees that the certificate(s) issued to him or her representing the Shares:
(i) Shall contain the following legend: "TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE SHARES REPRESENTED BY THIS CERTIFICATE IS PROHIBITED BY THE TERMS OF A
Restriction on Certificates. The Corporation shall cause to be placed on each certificate of its Shares which may now or hereafter be issued to a Shareholder (except certificates evidencing Shares sold free of the restrictions of this Agreement), a notice in the following form: "The shares of stock evidenced by this Certificate are subject to the terms and conditions of a certain Stock Restriction and Buy-Sell Agreement, dated June 6, 1996 ("Agreement"), between the Corporation and the Shareholders. A copy of the Agreement is on file at the offices of the Corporation, reference to all the terms and conditions thereof being hereby made. No sale or transfer of the Shares evidenced hereby may be effected, except pursuant to the terms and conditions of the Agreement." If such legend is placed on the reverse side rather than the face of any such certificate, there shall be placed on the face of such certificate a legend in the following form: "For restrictions on transfer, see notice on reverse side hereof."
Restriction on Certificates. The Corporation shall cause to be placed on each certificate of its Shares which may now or hereafter be issued to a Non- Voting Shareholder (except certificates evidencing Shares sold free of the restrictions of this Agreement), a notice in the following form: "The shares of stock evidenced by this Certificate are subject to the terms and conditions of a certain Stock Restriction and Buy-Sell Agreement, dated as of January 1, 1997 ("Agreement"), between the Corporation and the Shareholders. A copy of the Agreement is on file at the offices of the Corporation, reference to all the terms and conditions thereof being hereby made. No sale or transfer of the Shares evidenced hereby may be effected, except pursuant to the terms and conditions of the Agreement." If such legend is placed on the reverse side rather than the face of any such certificate, there shall be placed on the face of such certificate a legend in the following form: "For restrictions on transfer, see notice on reverse side hereof."
Restriction on Certificates. The Parties agree that all certificates representing all ------ Shares of the Company which at any time are subject to the provisions of this Agreement shall have conspicuously placed upon their faces the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A VOTING AGREEMENT DATED AS OF DECEMBER 31, 1998, BY AND AMONG CERTAIN STOCKHOLDERS OF THE CORPORATION AND THE CORPORATION, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS AND SHALL BE SUBJECT TO THE SAME RIGHT OF EXAMINATION BY A STOCKHOLDER OF THE CORPORATION, IN PERSON OR BY AGENT OR ATTORNEY, AS ARE THE BOOKS AND RECORDS OF THE CORPORATION.
Restriction on Certificates
