Common use of Restrictive Legends on Certificates Clause in Contracts

Restrictive Legends on Certificates. In addition to any other legend required by the Company's Bye-laws, or applicable law, each certificate representing the Warrants, shall (unless otherwise permitted by the provisions of this Article IV) be stamped or otherwise imprinted with a legend in substantially the following form: "ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE RIGHTS REPRESENTED HEREBY IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE CGA GROUP, LTD. (THE "COMPANY") COMMON STOCK WARRANT ACQUISITION AGREEMENT, WHICH IS AVAILABLE FOR EXAMINATION BY HOLDERS OF THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS WITH RESPECT HERETO OR THERETO OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWS. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER PROVIDED THAT ANY SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE PURPOSES OF THE EXCHANGE CONTROL ACT, 1972."

Restrictive Legends on Certificates. (a) The Shares and/or Conversion Shares may only be disposed of in compliance with federal, state, and foreign securities laws or pursuant to the Registration Rights Agreement. In addition connection with any transfer of the Shares or Conversion Shares other than pursuant to an effective registration statement, to the Company, or to an Affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares or Conversion Shares under the Securities Act or any other legend required by applicable securities law. (b) Certificates evidencing the Company's Bye-laws, or applicable law, each certificate representing the Warrants, shall (unless otherwise permitted by the provisions of this Article IV) be stamped or otherwise imprinted with a legend in substantially Shares and/or Conversion Shares will contain the following form: "ANY SALElegend, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE RIGHTS REPRESENTED HEREBY IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE CGA GROUP, LTD. (THE "COMPANY") COMMON STOCK WARRANT ACQUISITION AGREEMENT, WHICH IS AVAILABLE FOR EXAMINATION BY HOLDERS OF until such time as it is not required under Section 4.1(c): THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER SECURITIES HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR FOREIGN JURISIDICTION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND ), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, OFFERED OR SOLD OR OTHERWISE DISPOSED OF UNLESS A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS WITH RESPECT HERETO OR THERETO OR AS EVIDENCED BY A WRITTEN LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWSCOMPANY. (c) Certificates evidencing Shares and/or any Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) with respect to a sale or transfer of such Shares or Conversion Shares pursuant to an effective registration statement (including the Registration Statement), or (ii) with respect to a sale or transfer of such Shares or Conversion Shares pursuant to Rule 144. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALEThe Company agrees that following the effective date of the initial Registration Statement filed with the Commission pursuant to the Registration Rights Agreement or at such time as such legend is no longer required under this Section 4.1(c), ASSIGNMENTit will, TRANSFERno later than seven Business Days following the delivery by the Investor to the Company or the Company's transfer agent of a certificate representing Shares or Conversion Shares issued with a restrictive legend, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER PROVIDED THAT ANY SUCH SALEtogether with the written request of the Investor accompanied by the written representation letter in customary form, ASSIGNMENTdeliver or cause to be delivered to the Investor a certificate representing such Shares or Conversion Shares that is free from all restrictive and other legends. (d) The Investor agrees that the removal of the restrictive legend from certificates representing Shares or Conversion Shares as set forth in this Section 4.1 is predicated upon the Company's reliance that the Investor will sell any such Shares or Conversion Shares pursuant to either the registration requirements of the Securities Act, TRANSFERincluding any applicable prospectus delivery requirements, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE PURPOSES OF THE EXCHANGE CONTROL ACT, 1972or an exemption therefrom."

Restrictive Legends on Certificates. (a) Shares may only be disposed of in compliance with state and federal securities laws and in accordance with the Investor’s Agreement. In addition connection with any transfer of the Shares other than pursuant to any other legend required an effective registration statement, to the Company, or to an Affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company's Bye-laws, or applicable law, each certificate representing to the Warrants, shall effect that such transfer does not require registration of such transferred Shares under the Securities Act. (unless otherwise permitted by b) Certificates evidencing the provisions of this Article IV) be stamped or otherwise imprinted with a legend in substantially Shares will contain the following form: "legend, until such time as it is not required under Section 4.1(c): THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY SALESTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, ASSIGNMENTAS AMENDED (THE “SECURITIES ACT”), TRANSFERAND, PLEDGE ACCORDINGLY, MAY NOT BE OFFERED OR OTHER DISPOSITION OF SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE RIGHTS REPRESENTED HEREBY IS RESTRICTED BYSECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, AND THE RIGHTS OF THE HOLDER HEREOF ARE OR IN A TRANSACTION NOT SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE CGA GROUP, LTD. (THE "COMPANY") COMMON STOCK WARRANT ACQUISITION AGREEMENT, WHICH IS AVAILABLE FOR EXAMINATION BY HOLDERS REGISTRATION REQUIREMENTS OF THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS WITH RESPECT HERETO OR THERETO OR AS EVIDENCED BY A WRITTEN LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY IS COMPANY. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN AN INVESTOR’S AGREEMENT DATED AS OF AUGUST 5, 2010, A COPY OF WHICH WILL BE PROVIDED TO BY THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWS. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION REGISTERED HOLDER OF THIS WARRANT CERTIFICATE UPON SUCH HOLDER’S REQUEST AND THE SHARES ISSUABLE HEREUNDER PROVIDED THAT ANY SUCH SALEWITHOUT CHARGE. (c) Certificates evidencing Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) with respect to a sale or transfer of such Shares pursuant to an effective registration statement (including the Registration Statement), ASSIGNMENTor (ii) with respect to a sale or transfer of such Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company). The Company agrees that following the effective date of the initial Registration Statement filed with the Commission in accordance with the Investor’s Agreement or at such time as such legend is no longer required under this Section 4.1(c), TRANSFERit will, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE PURPOSES OF THE EXCHANGE CONTROL ACTno later than seven Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Shares issued with a restrictive legend, 1972together with the written request of the Investor accompanied by the written representation letter in customary form, deliver or cause to be delivered to the Investor a certificate representing such Shares that is free from all restrictive and other legends. Certificates for Shares subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System." (d) The Investor agrees that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company’s reliance that the Investor will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom.

Restrictive Legends on Certificates. (a) Shares may only be disposed of in compliance with federal, state, and foreign securities laws or pursuant to the Registration Rights Agreement. In addition connection with any transfer of the Shares other than pursuant to an effective registration statement, to the Company, or to an Affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act or any other legend required by applicable securities law. (b) Certificates evidencing the Company's Bye-laws, or applicable law, each certificate representing the Warrants, shall (unless otherwise permitted by the provisions of this Article IV) be stamped or otherwise imprinted with a legend in substantially Shares will contain the following form: "ANY SALElegend, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE RIGHTS REPRESENTED HEREBY IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE CGA GROUP, LTD. (THE "COMPANY") COMMON STOCK WARRANT ACQUISITION AGREEMENT, WHICH IS AVAILABLE FOR EXAMINATION BY HOLDERS OF until such time as it is not required under Section 4.1(c): THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER SECURITIES HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR FOREIGN JURISIDICTION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND ), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, OFFERED OR SOLD OR OTHERWISE DISPOSED OF UNLESS A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS WITH RESPECT HERETO OR THERETO OR AS EVIDENCED BY A WRITTEN LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWSCOMPANY. (c) Certificates evidencing Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) with respect to a sale or transfer of such Shares pursuant to an effective registration statement (including the Registration Statement), or (ii) with respect to a sale or transfer of such Shares pursuant to Rule 144. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALEThe Company agrees that following the effective date of the initial Registration Statement filed with the Commission pursuant to the Registration Rights Agreement or at such time as such legend is no longer required under this Section 4.1(c), ASSIGNMENTit will, TRANSFERno later than seven Business Days following the delivery by the Investor to the Company or the Company's transfer agent of a certificate representing Shares issued with a restrictive legend, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER PROVIDED THAT ANY SUCH SALEtogether with the written request of the Investor accompanied by the written representation letter in customary form, ASSIGNMENTdeliver or cause to be delivered to the Investor a certificate representing such Shares that is free from all restrictive and other legends. (d) The Investor agrees that the removal of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company's reliance that the Investor will sell any such Shares pursuant to either the registration requirements of the Securities Act, TRANSFERincluding any applicable prospectus delivery requirements, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE PURPOSES OF THE EXCHANGE CONTROL ACT, 1972or an exemption therefrom."

Restrictive Legends on Certificates. (a) Securities may only be disposed of in compliance with state and federal securities laws or pursuant to the Registration Rights Agreement. In addition connection with any transfer of the Securities other than pursuant to any other legend required an effective registration statement, to the Company, or to an Affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company's Bye-laws, or applicable law, each certificate representing to the Warrants, shall effect that such transfer does not require registration of such transferred Securities under the Securities Act. (unless otherwise permitted by b) Certificates evidencing the provisions of this Article IV) be stamped or otherwise imprinted with a legend in substantially Securities will contain the following form: "legend, until such time as it is not required under Section 4.1(c): THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY SALESTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, ASSIGNMENTAS AMENDED (THE “SECURITIES ACT”), TRANSFERAND, PLEDGE ACCORDINGLY, MAY NOT BE OFFERED OR OTHER DISPOSITION OF SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE RIGHTS REPRESENTED HEREBY IS RESTRICTED BYSECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, AND THE RIGHTS OF THE HOLDER HEREOF ARE OR IN A TRANSACTION NOT SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE CGA GROUP, LTD. (THE "COMPANY") COMMON STOCK WARRANT ACQUISITION AGREEMENT, WHICH IS AVAILABLE FOR EXAMINATION BY HOLDERS REGISTRATION REQUIREMENTS OF THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS WITH RESPECT HERETO OR THERETO OR AS EVIDENCED BY A WRITTEN LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWSCOMPANY. (c) Certificates evidencing Securities shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) with respect to a sale or transfer of such Shares or Warrant Shares pursuant to an effective registration statement (including the Registration Statement), or (ii) with respect to a sale or transfer of such Shares or Warrant Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company). THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALEThe Company agrees that following the effective date of the initial Registration Statement filed with the Commission pursuant to the Registration Rights Agreement or at such time as such legend is no longer required under this Section 4.1(c), ASSIGNMENTit will, TRANSFERno later than seven Trading Days following the delivery by the Investor to the Company or the Company’s transfer agent of a certificate representing Securities issued with a restrictive legend, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER PROVIDED THAT ANY SUCH SALEtogether with the written request of the Investor accompanied by the written representation letter in customary form, ASSIGNMENTdeliver or cause to be delivered to the Investor a certificate representing such Securities that is free from all restrictive and other legends. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System. (d) The Investor agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance that the Investor will sell any such Securities pursuant to either the registration requirements of the Securities Act, TRANSFERincluding any applicable prospectus delivery requirements, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE PURPOSES OF THE EXCHANGE CONTROL ACT, 1972or an exemption therefrom."