Common use of Restrictions on Resale; Legends Clause in Contracts

Restrictions on Resale; Legends. The Principal Stockholder agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder agrees, ------------------------------- and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder agrees, and ------------------------------- Licensor acknowledges that the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute resale or otherwise dispose other disposition of the VIALOG Stock Shares is subject to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of certain restrictions and that the Securities Act and applicable state securities Lawscertificates evidencing the Shares, and any attempt by if any, may bear a Stockholder to do so will be treated restrictive legend in substantially the same form as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forthbelow: THE SHARES REPRESENTED HEREBY “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, NOR REGISTERED UNDER THE SECURITIES AND FUTURES ACT (CHAPTER 289) OR ANY APPLICABLE STATE LAW. THEY OF SINGAPORE AND MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF WITHOUT WITHIN SINGAPORE OR TO A U.S. PERSON (1) REGISTRATION AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, THE SECURITIES AND FUTURES ACT AND ANY APPLICABLE STATE LAWSECURITIES LAWS, OR (2) UNLESS AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT EXEMPTION FROM SUCH REGISTRATION IS NOT REQUIREDAVAILABLE.”

Restrictions on Resale; Legends. The Principal Stockholder ------------------------------- agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the -------- applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.