Restrictions on Transfer; Legend. Subject to the conditions to -------------------------------- and restrictions on transfer contained in the Second Amended and Restated Stockholders Agreement of the Company, as such agreement may be amended from time to time (the "Stockholders Agreement") which shall apply to each Holder of ---------------------- any Warrants (with respect to such Warrants) or Warrant Shares (with respect to such Warrant Shares) as if such Holder were a "Chase Investor" thereunder and as if such Warrants and Warrant Shares were "Stock" thereunder, the Company shall from time to time register the transfer of any outstanding Warrant Certificate and any certificate evidencing Warrant Shares in the applicable register to be maintained by the Company upon surrender thereof accompanied by a written instrument or instruments of transfer in form reason-ably satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Notwithstanding the foregoing, each Holder of Warrants and Warrant Shares agrees that it will not transfer such securities for 180 days after any public offering of common stock (or security convertible with common stock) by the Company unless the managing underwriter for such offering decides such restriction is unnecessary, and each Holder agrees to execute any agreement or document reasonably requested by any such underwriter which relates to such restriction. Upon any such registration of transfer, a new Warrant Certificate or Stock Certificate, as the case may be, shall be issued to the transferee Holder(s) and the surrendered Warrant Certificate or certificate evidencing any Warrant Shares, as the case may be, shall be canceled and disposed of by the Company. Any attempted transfer in violation of the Stockholders' Agreement and this Section 4 shall be null and void. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or Sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation) each Warrant Certificate shall bear the legend included on the first page of Exhibit A, unless in such opinion of counsel, such legend is no longer required by the Act.
Restrictions on Transfer; Legend. The Bonds are subject to restrictions on transfer as described in the private placement memorandum prepared by the Company and dated December 1998. (including the Exhibits thereto and the documents incorporated by reference therein. the "Private Placement Memorandum") and the legend to be endorsed on each certificate for the Bonds. You covenant and agree when effecting resales of the Bonds pursuant to Rule 144A under the Securities Act to make offers and sales only to persons who you reasonably believe to be Qualified Institutional Buyers. The legend on the Bonds will be substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933) (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF YANKEE GAS SERVICES COMPANY (THE "COMPANY") AND PRIOR HOLDERS THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER. WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT. IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A. (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) UNDER THE 1933 ACT, (5) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, SUBJECT (IN THE CASE OF CLAUSES (2) (3) (4) AND (5) TO THE RECEIPT BY THE COMPANY OF A CERTIFICATION OF THE TRANSFEROR (WHICH IN THE CASE OF CLAUSE (4), MAY BE A COPY OF FORM 144 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED STATES. THE HOLDER OF THIS SECURITY WILL. AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.
Restrictions on Transfer; Legend. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (i) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition, (ii) such disposition is made in accordance with applicable law, including any restrictions on transfer resulting from applicable securities laws, and (iii) such disposition is made in accordance with restrictions on transfer set forth in the Company’s articles of association.
(b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8.
(c) The legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the share transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act.
(d) So long as the Investor and its Affiliates collectively beneficially own less than 10% of the Company’s outstanding shares, the Company acknowledges that it would not treat the Investor as an affiliate for purposes of Rule 144 as currently in effect solely as a result of such share ownership.
Restrictions on Transfer; Legend. (a) Option Shares may not be transferred without the Company's written consent except by will, by the laws of descent and distribution, or in accordance with the provisions of Sections 16, if applicable. Until registered under the Securities Act of 1933, as amended, or any successor statute (the "Securities Act"), the Option Shares will be of an illiquid nature and will be deemed to be "restricted securities" for purposes of the Securities Act. Accordingly, such shares must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom. Unless the Option Shares have been registered under the Securities Act, each certificate evidencing any of the Option Shares shall bear a legend substantially as follows: "The shares represented by this certificate are subject to restrictions on transfer and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with and subject to all the terms and conditions of a certain Non-Qualified Stock Option Agreement dated as of [Date], a copy of which the Company will furnish to the holder of this certificate upon request and without charge."
Restrictions on Transfer; Legend. Upon original issuance by the -------------------------------- Issuer, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities and the Warrant Shares (and all securities issued in exchange therefor or in substitution thereof, other than, in the case of the Notes, the registered Exchange Notes) shall bear such legend as is required under Section 9.05 of this Agreement.
Restrictions on Transfer; Legend. The transfer of the Units issued hereunder is subject to restrictions on transfer pursuant to this Agreement, the Soy Energy Operating Agreement and tax and securities laws. In addition to any other applicable restrictions under law or the Soy Energy Operating Agreement, New Equity hereby agrees that, after Closing, it shall not issue any securities or allow any transfers of the Units or its membership units or equity interests for at least one (1) year following the Closing Date by sale, distribution to its members or otherwise; provided, however, that the foregoing restriction against transfer shall not apply to testamentary transfers, bona fide gifts to persons who agree to be subject to this restriction, or sales pursuant to judicial or administrative action (unless the transfer pertains to the dissolution of New Equity and/or the distribution of the Units to its members, in which case any such transfer shall be prohibited). New Equity understands and agrees that each of the certificates evidencing the Units issued hereunder may bear a legend setting forth such restrictions. In addition to the foregoing restrictions, prior to the Closing, New Equity shall not issue any securities or allow any transfers of its membership units or equity interests to new members from the date of submission to Soy Energy of the Investor Suitability Questionnaires to the Closing.
Restrictions on Transfer; Legend. The Manager shall not Transfer any of his First Option Shares or Third Option Shares prior to April 18, 2006 except (i) pursuant to the exercise of the Second Option, the Fourth Option or a Buy-Out Right, (ii) in accordance with Section 11 or (iii) upon the death of the Manager, by will or the laws of descent and distribution; provided, however, that a Transfer pursuant to -------- ------- preceding clause (iii) shall not be effective and the Company shall not be obligated to record such Transfer on its books or to issue a certificate representing the shares so Transferred in the name of the transferee unless and until such transferee shall have executed an agreement, in form and substance satisfactory to the Company's Board of Directors, by which such transferee becomes a party to this Agreement and to be bound hereby to the same extent as the Manager was prior to his death.
Restrictions on Transfer; Legend. Upon original issuance by the Issuer, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof) shall bear such legend as is required under Section 9.05 of this Agreement.
Restrictions on Transfer; Legend. The Parent Shares issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). Any sale, assignment, gift, pledge, disposal, or other transfer of the Parent Shares by Seller must be made in compliance with the Securities Act. Each certificate representing Parent Shares will bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF ALL SUCH LAWS.
Restrictions on Transfer; Legend. Shares of Common Stock received by the Optionee upon exercise of this Option will be of an illiquid nature and will be deemed to be "restricted securities" for purposes of the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such shares shall have a legend placed thereon and must be sold in compliance with the registration requirements of the Securities Act or an exemption therefrom.
