Restrictive Endorsements. 5.1 Placing Restrictive Endorsements on Certificates Representing the Shares. The certificates representing the Shares during the term of this Agreement shall bear such notation or other statement concerning the restrictions on such Shares imposed by this Agreement as shall be required by Colorado law in order to make these restrictions enforceable against subsequent shareholders.
Restrictive Endorsements. (i) Each certificate representing the Shares now or hereafter held by a Stockholder shall bear a legend in substantially the following form: "The Shares represented by this Certificate are subject to an Exchange and Stockholders' Agreement (the "Stockholders' Agreement") dated as of June 25, 1997, a copy of which is on file at the offices of the Company and will be furnished to any prospective purchasers on request. Such Stockholders' Agreement provides, among other things, for certain restrictions on the sale, transfer, pledge, hypothecation or other disposition of the Shares represented by this Certificate, and that under certain circumstances the holder hereof may be required to sell the Shares represented by this Certificate. By acceptance of this Certificate, each holder hereof agrees to be bound by the provisions of such Stockholders' Agreement. The Shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be transferred, sold or otherwise disposed of in the absence of such registration or an exemption therefrom under such Act.
(ii) Each Stockholder agrees that it will deliver, as necessary, all Certificates representing Shares owned by it to the Company for the purpose of affixing thereto the legend specified in this Section 6.1(a).
Restrictive Endorsements. Each certificate evidencing any Securities shall bear a legend in substantially the following form: "The securities evidenced by this certificate are subject to a Stockholders Agreement dated as of December __, 1998, copies of which are on file at the principal office of the corporation and will be furnished to the holder on request to the Secretary of the corporation. Such Stockholders Agreement provides, among other things, for certain restrictions on voting, sale, transfer, pledge, hypothecation or other disposition of the securities evidenced by this certificate and that such securities may be subject to purchase upon the occurrence of certain events." In addition, unless counsel to the Company has advised that such legend is no longer needed, each certificate evidencing the Securities shall bear a legend in substantially the following form: "The securities evidenced by this certificate have not been registered pursuant to the Securities Act of 1933, as amended (the "Act"), or any state securities law, and such securities may not be sold, transferred or otherwise disposed of unless the same are registered and qualified in accordance with the Act and any applicable state securities laws, or in the opinion of counsel reasonably satisfactory to the corporation such registration and qualification are not required."
Restrictive Endorsements. Prior to transmitting an image of an item using the RDC Services, Client shall ensure its endorsement is affixed to the back of the Eligible Item and restrictively endorses any Eligible Item transmitted to Bank as “FOR REMOTE DEPOSIT ONLY – GRASSHOPPER BANK – [CLIENT NAME]” or as otherwise instructed by Bank. Bank is not responsible or liable for any losses, claims, damages or expenses that result from placement of any other special instructions on any Checks submitted or transmitted for deposit related to the RDC Services, and Client shall be responsible for such losses, claims, damages or expenses. Client understands that any message text or other information added to the check image transmitted to Bank may cause the depository bank’s endorsement not to be legible which may result in the delayed return of the Check or electronic representation if it is not paid, and, as between Bank and Client, Client shall be responsible for any liability or Losses resulting from such delay. After the Check has been submitted for deposit through the RDC Service, you agree to indicate that the Item has been deposited via the RDC Service by writing “For Remote Deposit Only – Grasshopper Bank – [Client Name],” the word “Processed,” the phrase “remote deposit XX/XX/XXXX [date] to Account [XXXX]” or similar on the back of the Item.
Restrictive Endorsements. Each certificate evidencing any Securities shall bear a legend in substantially the following form: "The [shares][warrant] evidenced by this certificate [and the shares of Common Stock into which any Warrant represented hereby is convertible] are subject to that certain [a Warrant, dated as of _________,] [Subscription Agreement, dated as of _________,] [Employee Stock Purchase Plan, dated as of ________,] [Preferred Stock Purchase Agreement, dated as of _______,] a Stockholders Agreement, dated as of ________, and Registration Rights Agreement, dated as of ___________ copies of which are on file at the principal office of the Company and will be furnished to the holder on request to the Secretary of the Company. Such [Warrant,] [Subscription Agreement] [Employee Stock Purchase Plan] [Preferred Stock Purchase Agreement] Stockholders Agreement and Registration Rights Agreement provide, among other things, for certain restrictions on voting, sale, transfer, pledge, hypothecation or other disposition of the (securities) [warrant] evidenced by this certificate [and the shares of Common Stock purchasable upon exercise of the warrant] and that such securities may be subject to purchase by the Company as well as certain other persons upon the occurrence of certain events. Any issuance, sale, assignment, transfer or other disposition of the securities evidenced by this certificate to persons who are not party to such Stockholders Agreement shall be null and void." In addition, unless counsel to the Company has advised the Company that such legend is no longer needed, each certificate evidencing the Securities shall bear a legend in substantially the following form: "The securities [warrant] evidenced by this certificate [and the shares of common stock purchasable upon exercise of the warrant] have not been registered pursuant to the Securities Act of 1933, as amended (the "Act"), or any state securities law, and such securities [warrant] may not be sold, transferred or otherwise disposed of unless the same are registered and qualified in accordance with the Act and any applicable state securities laws, or in the opinion of counsel reasonably satisfactory to the Company such registration and qualification are not required."
Restrictive Endorsements. Each certificate evidencing any Securities shall bear a legend in substantially the following form; provided that all references to transfer restrictions shall be omitted from certificates held by the Holders or their transferees: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON WRITTEN REQUEST MADE OF THE SECRETARY OF THE COMPANY. SUCH STOCKHOLDERS AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THAT CERTAIN SHARES OF THE COMPANY ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS, AND FURTHER CONTAINS PROVISIONS RESPECTING THE VOTING OF THE SECURITIES IN THE MANNER AND UNDER THE CIRCUMSTANCES SET FORTH THEREIN.” 55 In addition, unless counsel to the Company shall have advised the Company that such legend is no longer needed, each certificate evidencing the Securities shall bear a legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR SUCH HOLDER PRESENTS THE ISSUER WITH AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED IN ORDER TO EFFECTUATE THE TRANSFER OF SUCH SECURITIES IN THE MANNER CONTEMPLATED.” (b)
Restrictive Endorsements. Each certificate evidencing any Securities shall bear a legend in substantially the following form: "The securities evidenced by this certificate are subject to a Stockholders Agreement dated as of September 30, 1997, copies of which are on file at the principal office of the Company and will be furnished to the holder on request to the Secretary of the Company. Such Stockholders Agreement provides, among other things, for certain restrictions on voting, sale, transfer, pledge, hypothecation or other disposition of the securities evidenced by this certificate."
Restrictive Endorsements. Each certificate evidencing any Securities shall bear a legend in substantially the following form: "The securities evidenced by this certificate are subject to an Amended and Restated Stockholders Agreement dated as of June 12, 1998, copies of which are on file at the principal office of the Company and will be furnished to the holder on request to the Secretary of the Company. Such Stockholders Agreement provides, among other things, for certain prior rights to purchase and certain obligations to sell and to purchase the shares represented by this certificate and certain restrictions on voting, sale, transfer, pledge, hypothecation or other disposition of the securities evidenced by this certificate. By accepting the shares of stock represented by this certificate the holder agrees to be bound by such Stockholder's Agreement"
Restrictive Endorsements. No statement on any check or any letter accompanying any payment will be deemed an accord and satisfaction, and KTI may accept such payment without prejudice to KTI's right to recover the balance of amounts due under this Agreement or pursue any other remedy available in this Agreement, at law or in equity. All amounts are in U.S. dollars.
