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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Chapeau Inc), Common Stock Purchase Agreement (Chapeau Inc), Stock Purchase Agreement (Chapeau Inc)
Restriction on Certificates. All certificates representing Shares Common Stock subject to the provisions of this Agreement shall have endorsed thereon, among others, the following legends:
(a) “THESE SHARES OF COMMON STOCK 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 SHARESSHARES OF COMMON STOCK, OR (2) UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT THE SHARES OF COMMON STOCK MAY BE TRANSFERRED WITHOUT REGISTRATION”; and
(b) Any other legend required to be placed thereon by state and federal securities authorities.
Appears in 2 contracts
Samples: Promissory Note Conversion and Common Stock Purchase Agreement (Chapeau Inc), Promissory Note Conversion and Common Stock Purchase Agreement (Chapeau Inc)