Common use of Restrictions on Transfer of Securities Clause in Contracts

Restrictions on Transfer of Securities. The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.

Restrictions on Transfer of Securities. The Promissory Notes and any future Securities into which they may convert are not transferable except upon the conditions specified in this Article VIIV, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Promissory Notes or Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.

Restrictions on Transfer of Securities. The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.DELIVERY

Restrictions on Transfer of Securities. The Securities are not transferable except upon Each certificate representing (i) the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state Purchased Shares or (ii) any other securities laws issued in respect of the transfer of Purchased Shares upon any of such securities. Each instrument representing stock split, stock dividend, recapitalization, merger, consolidation or similar event (the Securities shall securities described in clauses (i) and (ii) above being referred to collectively as "Restricted Securities") shall, unless otherwise permitted by this Section 4.9, be stamped or otherwise imprinted with legends a legend in substantially in the following form until such time as the conditions set forth (in such legends have been met: addition to any other legend(s) required under any applicable state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERREDTRANSFERRED OR OTHERWISE DISPOSED OF IN ANY WAY IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION TO THE COMPANY (FROM LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY) REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE SALE, ASSIGNED TRANSFER OR HYPOTHECATED UNLESS THERE OTHER DISPOSITION IS AN EFFECTIVE EXEMPT FROM REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS. COPIES OF THE AGREEMENT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION PURCHASE OF COUNSEL FOR THESE SECURITIES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM REPRESENTED BY THIS CERTIFICATE DIRECTED TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SECRETARY OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." COMPANY. The Corporation Company shall be entitled to enter stop transfer notices on its stock books with respect promptly remove any such legend upon written request of the record holder of any such certificate accompanied by an opinion of counsel (by counsel reasonably acceptable to the Securities until the conditions as set forth in the legend above with respect Company) reasonably satisfactory to the transfer Company to the effect that such legend is no longer required by applicable law and when such legend no longer is required by the terms of such securities have been metthis Agreement.

Restrictions on Transfer of Securities. The Securities are not and will not become transferable except upon the conditions specified in this Article VIIVII and the Securityholder Agreement of even date with this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities securities (or any of them) shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR (IN A FORM ACCEPTABLE TO THE HOLDER OF THE SECURITIES CORPORATION) STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation Company may also impose a legend on the certificates for the securities as described in the Securityholder Agreement. The Company shall be entitled to enter stop transfer notices on its stock books with respect to the Securities securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.