Common use of RESTRICTIVE LEGEND REQUIREMENTS Clause in Contracts

RESTRICTIVE LEGEND REQUIREMENTS. Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this Section 4 or in Section 5 hereof, bear legends substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENT. A certificate shall not bear the legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the Company, the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

RESTRICTIVE LEGEND REQUIREMENTS. Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this Section 4 2 or in Section 5 hereof3(e), bear legends a legend substantially in the following form: Part A (in the case of each Company) THE SECURITIES REPRESENTED BY TRANSFER OR SALE OF THIS CERTIFICATE HAVE SECURITY AND VOTING THEREOF IS SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT DATED AS OF MAY 26, 2006, AS FURTHER AMENDED FROM TIME TO TIME ACCORDING TO ITS TERMS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. (and in the case of Touring ROW, to be inserted before the period at the end of the sentence above) , AND TO AN INSTRUMENT OF TRANSFER DULY REGISTERED AT THE REGISTRY OF CORPORATE AFFAIRS IN BARBADOS. Part B (in the case of Touring USA, Grand 2005, Grand 2006 and Grand ROW) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENTIS AVAILABLE. A certificate shall not bear the Part B legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the relevant Company, all the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. A certificate shall not bear the Part A legend set forth above (or any portion thereof) if this Agreement has been terminated pursuant to Section 7.

RESTRICTIVE LEGEND REQUIREMENTS. Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this Section 4 2 or in Section 5 3 hereof, bear legends a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWSLAWS IS AVAILABLE. IN ADDITION, THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE TRANSFER OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING SALE OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY SECURITY IS SUBJECT TO THE TERMS OF THE THAT CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF______________________, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN2011, A COPY OF WHICH MAY BE INSPECTED IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OFFICE OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE INVESTOR RIGHTS AGREEMENTCOMPANY. A certificate shall not bear the legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the Company, the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.