Restrictive Legend and Stop Transfer Orders Sample Clauses
The Restrictive Legend and Stop-Transfer Orders clause serves to limit the transferability of certain securities by requiring that a legend be placed on certificates or records indicating such restrictions. In practice, this means that when shares or other securities are subject to contractual or legal transfer limitations, a visible notation is added to the security itself, and the issuer or transfer agent is instructed not to process any transfer that would violate these restrictions. This clause is essential for ensuring compliance with securities laws or contractual agreements, as it prevents unauthorized or premature transfers and helps maintain control over who may become a security holder.
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Restrictive Legend and Stop Transfer Orders. (a) Each Investor understands and agrees that the Company will cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the Registrable Securities: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RIGHTS OF FIRST REFUSAL AS SET FORTH IN AN AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES AND THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL ARE BINDING ON CERTAIN TRANSFEREES OF THESE SHARES.
(b) Each Investor agrees, to ensure compliance with the restrictions referred to herein, that the Company may issue appropriate "stop transfer" certificates or instructions and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its records.
Restrictive Legend and Stop Transfer Orders. (a) The Controlling Stockholders understand and agree that the Company will cause the legends set forth below, or legends substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of any securities of the Company held by the Controlling Stockholders: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO SALE AS SET FORTH IN A SIDE LETTER AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING ON CERTAIN TRANSFEREES OF THESE SHARES. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO VOTING AGREEMENTS AND AN IRREVOCABLE PROXY SET FORTH IN A SIDE LETTER AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE IRREVOCABLE PROXY AND ALL THE VOTING AGREEMENTS OF SAID SIDE LETTER AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
(b) In order to ensure compliance with the restrictions referred to herein, the Controlling Stockholders agrees that the Company may issue appropriate “stop transfer” certificates or instructions in the event of a Prohibited Transfer and that it may make appropriate notations to the same effect in its records.
Restrictive Legend and Stop Transfer Orders