Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends: (a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”
Appears in 10 contracts
Samples: System and Lead Development and Transfer Agreement (Mri Interventions, Inc.), Technology License Agreement (Mri Interventions, Inc.), Technology License Agreement (Mri Interventions, Inc.)
Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, A RIGHT OF FIRST REFUSAL AND A REPURCHASE RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHT ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
Appears in 8 contracts
Samples: Stock Option Award Agreement (Alfi, Inc.), Stock Option Award Agreement (Alfi, Inc.), Stock Option Award Agreement (Alfi, Inc.)
Restrictive Legends. To the extent applicable, each Each certificate evidencing the Shares which the Purchaser may acquire hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the Warrant Shares counsel for the Corporation) shall be endorsed imprinted with one or more legends substantially in the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE CORPORATION, AND IF AN EXEMPTION IS AVAILABLETHE CORPORATION SO REQUESTS, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE HOLDER’S SOLE COST AND EXPENSE STATING CORPORATION) TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR OTHER DISPOSITION QUALIFICATION UNDER STATE SECURITIES LAWS) IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS AVAILABLE WITH RESPECT TO ANY TRANSFER OF SUCH ACT AND OTHER LAWSTHESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE RESTRICTIONS CONTAINED HEREIN SECURITIES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO REPURCHASE RIGHT AS SET FORTH IN THAT CERTAIN MARCH 12, 2004 STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHE CORPORATION. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”
Appears in 5 contracts
Samples: Stock Purchase Agreement (Raybor Management Inc), Stock Purchase Agreement (Raybor Management Inc), Stock Purchase Agreement (Raybor Management Inc)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Restricted Shares, the stock certificates for the Restricted Shares shall will be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED OFFERED FOR SALE IN THE ABSENCE OF UNLESS THERE IS (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (B) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT COVERING IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, OFFER.”
(b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO A RESTRICTED STOCK AGREEMENT DATED AS OF THE DATE OF GRANT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL AT THE HOLDER’S SOLE COST SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT SUBJECTS THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND EXPENSE STATING THAT SUCH OFFER, SALE, TO RESTRICTIONS ON TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM . THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”
Appears in 4 contracts
Samples: Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp), Restricted Stock Purchase Agreement (Concentric Energy Corp)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on the transfer of the Warrant Shares set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Acteffect: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATEDOR IN ANY MANNER DISPOSED OF, DISTRIBUTED OR OTHERWISE DISPOSED EXCEPT IN COMPLIANCE WITH THE TERMS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, A FOUNDER STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE INITIAL HOLDER OF COUNSEL THE SHARES. THE FOUNDER STOCK PURCHASE AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE FOUNDER STOCK PURCHASE AGREEMENT IS ON DEPOSIT AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE COMPANY AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM WILL BE FURNISHED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. COMPANY TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.”
Appears in 4 contracts
Samples: Founder Stock Purchase Agreement (CreditCards.com, Inc.), Founder Stock Purchase Agreement (CreditCards.com, Inc.), Founder Stock Purchase Agreement (CreditCards.com, Inc.)
Restrictive Legends. To Each Purchaser understands and agrees that the extent applicable, each certificate evidencing any of Shares acquired by it will bear a legend substantially similar to the Warrant Shares shall be endorsed with the legends legend set forth below, below in addition to any other legend that may be required by applicable law or by any agreement between the Company and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActPurchaser: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IF AN EXEMPTION IS AVAILABLEIN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING REASONABLY SATISFACTORY TO IT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”
Appears in 4 contracts
Samples: Share Purchase Agreement (Ekso Bionics Holdings, Inc.), Purchase Agreement (Puissance Cross-Border Opportunities II LLC), Purchase Agreement (Monarch Alternative Capital LP)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall have endorsed thereon legends in substantially the following form (in addition to any other legend which may be endorsed with required by other agreements between the legends set forth below, and Holder covenants that, except parties to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:this Agreement):
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, EXISTS AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AT AND OPINION ARE REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY, THAT SUCH OFFERSECURITIES MAY BE OFFERED, SALESOLD, TRANSFERPLEDGED, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNED OR OTHER DISPOSITION IS EXEMPT FROM TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH STATEMENT UNDER THE SECURITIES ACT AND OTHER OR APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
(b) Any legend required by appropriate blue sky officials.
Appears in 4 contracts
Samples: Restricted Stock Purchase Agreement (iPower Inc.), Restricted Stock Purchase Agreement (iPower Inc.), Restricted Stock Purchase Agreement (iPower Inc.)
Restrictive Legends. To the extent applicable(a) Each certificate evidencing Shares, and each certificate evidencing Shares held by subsequent transferees of any of the Warrant Shares such certificate, shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived (unless otherwise permitted by the Company, Holder shall not transfer provisions of Section 5.2) be stamped or otherwise imprinted with a legend in substantially the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAW. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEOR ANY EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AND IF AN EXEMPTION IS AVAILABLEAS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. RESTRICTED STOCK PURCHASE AGREEMENT
(b) Each certificate evidencing Shares, and each certificate evidencing Shares held by subsequent transferees of any such certificate, shall also be stamped or otherwise imprinted with a legend in substantially the following form: ADDITIONALLY, THE COMPANY RECEIVES AN OPINION TRANSFER OF COUNSEL AT THESE SECURITIES IS SUBJECT TO THE HOLDER’S SOLE COST TERMS AND EXPENSE STATING THAT SUCH OFFERCONDITIONS OF A RESTRICTED STOCK PURCHASE AGREEMENT EFFECTIVE AS OF APRIL 4, 2006, BETWEEN AEGERION PHARMACEUTICALS, INC. AND THE HOLDER OF RECORD OF THIS CERTIFICATE AND NO SALE, ASSIGNMENT, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT SECURITIES SHALL BE VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND OTHER LAWSUNTIL SUCH TERMS AND CONDITIONS HAVE BEEN FULFILLED. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF AEGERION PHARMACEUTICALS, INC.”
Appears in 3 contracts
Samples: Restricted Stock Purchase Agreement, Restricted Stock Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Restricted Stock Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on the transfer of the Warrant Shares set forth or referred to in this Agreement, the certificates representing Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Acteffect: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATEDOR IN ANY MANNER DISPOSED OF, DISTRIBUTED OR OTHERWISE DISPOSED EXCEPT IN COMPLIANCE WITH THE TERMS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, A STOCK RESTRICTION AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE INITIAL HOLDER OF COUNSEL THE SHARES. THE STOCK RESTRICTION AGREEMENT GRANTS CERTAIN PURCHASE OPTIONS TO THE COMPANY AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE STOCK RESTRICTION AGREEMENT IS ON DEPOSIT AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE COMPANY AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM WILL BE FURNISHED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. COMPANY TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.”
Appears in 3 contracts
Samples: Stock Restriction Agreement (CreditCards.com, Inc.), Stock Restriction Agreement (CreditCards.com, Inc.), Stock Restriction Agreement (CreditCards.com, Inc.)
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND ACT”). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”
Appears in 3 contracts
Samples: Stock and Warrant Purchase Agreement (Cardima Inc), Stock and Warrant Purchase Agreement (Cardima Inc), Stock and Warrant Purchase Agreement (Cardima Inc)
Restrictive Legends. To The Investor acknowledges that the extent applicable, each certificate evidencing any of certificates representing the Warrant Shares shall be endorsed with (if the Shares are certificated) will bear restrictive legends in the form set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR ACT”), NOR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS THEN IN EFFECT WITH RESPECT THERETO, OR SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSANY APPLICABLE STATE SECURITIES LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN ARE BINDING IN THE CHARTER OF EXCELSIOR LASALLE PROPERTY FUND, INC. AS SUCH CHARTER MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE HOLDER HEREOF SECRETARY OF THE CORPORATION). THE CORPORATION WILL FURNISH A FULL STATEMENT ABOUT CERTAIN RESTRICTIONS ON TRANSFERABILITY TO A STOCKHOLDER ON REQUEST AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement (Excelsior Lasalle Property Fund Inc), Subscription Agreement (Excelsior Lasalle Property Fund Inc)
Restrictive Legends. To the extent applicable, each Each certificate evidencing the Shares which the Investor may acquire hereunder and any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the opinion of the Warrant Shares counsel for the Corporation) shall be endorsed imprinted with one or more legends substantially in the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES SO REQUESTS, AN OPINION OF COUNSEL AT (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY) TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR OTHER DISPOSITION QUALIFICATION UNDER STATE SECURITIES LAWS) IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS AVAILABLE WITH RESPECT TO ANY TRANSFER OF SUCH ACT AND OTHER LAWSTHESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE HOLDER HEREOF PREFERENCES, POWERS, QUALIFICATIONS AND ITS SUCCESSORS RIGHTS OF EACH CLASS AND PERMITTED ASSIGNSSERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON WRITTEN REQUEST. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.”
Appears in 3 contracts
Samples: Stock Purchase Agreement (Enova Systems Inc), Stock Purchase Agreement (Enova Systems Inc), Stock Purchase Agreement (Enova Systems Inc)
Restrictive Legends. To The Standby Purchaser understands and agrees that the extent applicable, each certificate evidencing any of New Shares purchased in the Warrant Shares shall be endorsed with Standby Purchase Commitment will bear a legend substantially similar to the legends legend set forth below, below in addition to any other legend that may be required by applicable law or by any agreement between the Company and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActStandby Purchaser: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IF AN EXEMPTION IS AVAILABLEIN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING REASONABLY SATISFACTORY TO IT THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”
Appears in 3 contracts
Samples: Standby Purchase Agreement (Biomimetic Therapeutics, Inc.), Standby Purchase Agreement (Biomimetic Therapeutics, Inc.), Standby Purchase Agreement (Center Bancorp Inc)
Restrictive Legends. To Each Warrant shall bear on the extent applicable, face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate evidencing any for shares of the Warrant Shares shall be endorsed with the legends set forth belowCommon Stock issued to a subsequent transferee of such certificate shall, and Holder covenants that, except to the extent such restrictions are waived unless otherwise permitted by the Companyprovisions of this Section 9.2, Holder shall not transfer bear on the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following face thereof a legend under the Securities Actreading substantially as follows: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAW. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE 1933 ACT AND OTHER OF ANY APPLICABLE STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF TERMS AND ITS SUCCESSORS AND PERMITTED ASSIGNSCONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 15, 1997, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering the Warrant Shares shall become effective under the 1933 Act and under any applicable State securities laws or in the event that the Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such counsel, such legend is not, or is no longer, necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the certificates evidencing the Warrant Shares or issue new certificates without such legend in lieu thereof. All fees and expenses of counsel in connection with the rendition of the opinion provided for in this Section 9.2 shall be paid by the holder.”
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (KFX Inc), Warrant Agreement (KFX Inc), Common Stock Purchase Warrant (KFX Inc)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The Each certificate representing Shares or any securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event, shall (unless otherwise permitted by the provisions of Section 2) be stamped with the following legend under the Securities Actlegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR 1933, AS AMENDED. SUCH SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED PLEDGED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL AT (WHICH MAY BE COUNSEL FOR THE HOLDER’S SOLE COST AND EXPENSE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT SAID ACT.
(b) Each certificate representing Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND OTHER LAWSCONDITIONS OF AN AGREEMENT BETWEEN THE SHAREHOLDER AND THE COMPANY WHICH INCLUDES CERTAIN RESTRICTIONS ON SALES OF THE SECURITIES. COPIES OF THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECRETARY OF THE COMPANY.”
(c) The Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Agreement. The legend placed on any certificate pursuant to Section 20(a) and any notations or instructions with respect to the Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to the Holder (x) if such Shares are registered under the Securities Act in connection with a sale of such securities and a prospectus meeting the requirements of Section 10 of the Securities Act is available, or (y) if the Holder satisfies the requirements of Rule 144(k) and, where deemed necessary by the Company in its sole discretion, provides the Company with an opinion of counsel for the Holder who is, and whose legal opinion shall be, reasonably satisfactory to the Company, to the effect that the Holder meets the requirements of Rule 144(k).
Appears in 3 contracts
Samples: Registration Rights Agreement (Huttig Building Products Inc), Registration Rights Agreement (Rugby Group PLC), Registration Rights Agreement (Huttig Building Products Inc)
Restrictive Legends. To Xxxxxxx understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with Company may cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Shares, except to the extent such restrictions are waived if applicable, together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE ACT”) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER AND A REPURCHASE RIGHT HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHT ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
Appears in 3 contracts
Samples: Stock Award Agreement (Advanced Emissions Solutions, Inc.), Stock Award Agreement (Advanced Emissions Solutions, Inc.), Stock Award Agreement (Ada-Es Inc)
Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
Appears in 3 contracts
Samples: Stock Option Award Agreement (Western Alliance Bancorporation), Stock Option Award Agreement (Western Alliance Bancorporation), Stock Option Award Agreement (Western Alliance Bancorporation)
Restrictive Legends. To The Purchaser acknowledges and agrees that the extent applicable, each certificate evidencing any of PIPE Shares will bear a legend substantially similar to the Warrant Shares shall be endorsed with the legends legend set forth below, below in addition to any other legend that may be required by applicable law or by any agreement between the Company and Holder covenants that, except the Purchaser. The legend may be removed pursuant to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(aSection 8(a)(iii) The following legend under the Securities Act: “and Section 8(a)(iv) as provided above. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” REGISTERED AND/OR SECURITIES LAWS OF QUALIFIED UNDER ANY STATE AND SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH ACT COVERING SUCH SALE SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEREGISTRATION, AND IF AN EXEMPTION IS AVAILABLEOR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAS AMENDED.”
Appears in 3 contracts
Samples: Purchase Agreement (Blue Apron Holdings, Inc.), Purchase Agreement (Blue Apron Holdings, Inc.), Purchase Agreement (Sanberg Joseph N.)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares PubCo Forward Purchase Securities shall be have endorsed with the thereon legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsubstantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF ANY STATE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR PUBCO, IS AVAILABLE.” All certificates representing the PubCo Forward Purchase Securities shall have endorsed thereon legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE LOCKUP EXCEPT PURSUANT TO ITS TERMS.” Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of PubCo’s transfer agent, AND IF AN EXEMPTION IS AVAILABLEPubCo shall ensure that instruments, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERwhether certificated or uncertificated, SALEevidencing the PubCo Forward Purchase Securities shall not contain any legend (including the legend set forth in this Section 7.3), TRANSFER(i) following any sale of such PubCo Forward Purchase Securities pursuant to Rule 144, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSor (ii) if such PubCo Forward Purchase Securities are eligible for sale under Rule 144 without the requirement for PubCo to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions.”
Appears in 2 contracts
Samples: Forward Purchase Contract (Satellogic Inc.), Forward Purchase Contract (CF Acquisition Corp. V)
Restrictive Legends. To The Company may place restrictive legends on the extent applicable, each certificate evidencing any or certificates representing the shares issued upon exercise of this option referring the Warrant Shares shall be endorsed with the legends Right of First Refusal set forth below, in Section 9 of this Agreement and Holder covenants that, except to any restrictions on transfer under federal and applicable state securities laws. Upon the extent such restrictions are waived by request of the Company, Holder you shall promptly provide the Company with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends which may be placed on the certificate or certificates representing the shares may include, but are not transfer limited to, the Warrant Shares without complying with the restrictions on transfer described in such legendsfollowing:
(a) The following legend under the Securities Act: “a. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND "ACT"). THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE WITH RESPECT TO THESE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REQUIREMENT OF SUCH ACT AND OTHER LAWSTHE ACT.
b. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEES. THE RESTRICTIONS TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED HEREIN ARE BINDING ON IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF THE SHARES, A COPY OF WHICH MAY BE REVIEWED UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE CORPORATION. ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.”"
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Zap), Incentive Stock Option Agreement (Online Stock Market Group)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions imposed by this Agreement upon the disposition of the Warrant Acquired Shares, the stock certificates for the Acquired Shares shall be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(ai) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT; (B) A `NO ACTION' LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER; OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER."
(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER EXCEPT IN CONFORMITY WITH THE TERMS OF A STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH ACT COVERING SUCH SALE AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS TO THE CORPORATION (OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEITS ASSIGNEES) UPON THE SALE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALEASSIGNMENT, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SHARES. A COPY OF SUCH ACT AGREEMENT IS MAINTAINED AT THE CORPORATION'S PRINCIPAL CORPORATE OFFICES. ANY TRANSFER IN VIOLATION OF SAID AGREEMENT IS NULL AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSVOID.”"
Appears in 2 contracts
Samples: Repurchase Option Agreement (Detto), Repurchase Option Agreement (Detto)
Restrictive Legends. To Xxxxxxx understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with Company may cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Shares, except to the extent such restrictions are waived as applicable, together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (“THE ACT”) AND ARE “BLUE SKYRESTRICTED SECURITIES” OR SECURITIES LAWS OF ANY STATE AND AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE ACT, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLEUNDER THE ACT, THE COMPANY RECEIVES AN OPINION AVAILABILITY OF COUNSEL WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING POSSIBLE FORFEITURE AS SET FORTH IN THE RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE ISSUER AND EXPENSE STATING THAT SUCH OFFERTRANSFER RESTRICTIONS, SALEINCLUDING POSSIBLE FORFEITURE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Advanced Emissions Solutions, Inc.), Restricted Stock Award Agreement (Advanced Emissions Solutions, Inc.)
Restrictive Legends. To Any certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be have endorsed with the thereon legends set forth belowsubstantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, and Holder covenants thatAS AMENDED, except to the extent such restrictions are waived by the CompanyOR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (aI) The following legend under the Securities Act: A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE SECURITIES ACT COMPANY (A COPY OF 1933 OR WHICH MAY BE OBTAINED FROM THE “BLUE SKY” OR SECURITIES LAWS COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF ANY STATE BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS IN VIOLATION OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSRESTRICTIONS.”
Appears in 2 contracts
Samples: Securities Subscription Agreement (Tio Tech A), Securities Subscription Agreement (Rocket Internet Growth Opportunities Corp.)
Restrictive Legends. To the extent applicable, each certificate evidencing any All certificates for shares of the Warrant Shares Stock shall be endorsed with bear the following legends, in addition to any other legends set forth below, required by applicable state securities law and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsecurities commissioners: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” ACT”), OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT EFFECT WITH RESPECT TO THESE SECURITIES UNDER SUCH THE ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ANY PROPOSED TRANSFER OR OTHER DISPOSITION RESALE IS EXEMPT FROM IN COMPLIANCE WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. .” “THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER THE LIMITED OFFERING EXEMPTION PROVIDED BY SECTION 25102(f) OF THE CALIFORNIA CORPORATIONS CODE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF COMPANY’S RIGHT OF FIRST REFUSAL AND ITS SUCCESSORS AND PERMITTED ASSIGNSA ONE HUNDRED EIGHTY (180) DAY LOCK-UP RESTRICTION PROVIDED IN THE COMPANY’S INCENTIVE/NON-STATUTORY STOCK OPTION AGREEMENT.”
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (ACM Research, Inc.), Incentive Stock Option Agreement (ACM Research, Inc.)
Restrictive Legends. To the extent applicable, each Any share certificate evidencing any of the Warrant Shares shall be endorsed with the following legends set forth below, (in addition to any legend required under applicable state and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “federal securities laws or other applicable law): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT FOR THE HOLDER’S SOLE COST AND EXPENSE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSTHE ACT. THE RESTRICTIONS CONTAINED HEREIN SECURITIES EVIDENCED BY THIS CERTIFICATE ARE BINDING SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE HOLDER PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SUCH AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT.”
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Rockdale Resources Corp), Restricted Stock Award Agreement (Rockdale Resources Corp)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares, the stock certificates for the Shares shall will be endorsed with restrictive legends, including one or more of the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (2) A ‘NO ACTION’ LETTER OF THE SEC WITH RESPECT TO SUCH SALE OR OFFER, OR (3) SATISFACTORY ASSURANCES TO ALPHASMART THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.”
(b) “ALL OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER EXCEPT IN CONFORMITY WITH THE TERMS OF THE RESTRICTED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH ACT COVERING SUCH SALE AGREEMENT GRANTS A FIRST REFUSAL RIGHT TO ALPHASMART (OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEITS ASSIGNEES) UPON THE SALE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALEASSIGNMENT, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM OF ALPHASMART’S SHARES. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”
Appears in 2 contracts
Samples: License Agreement (Alphasmart Inc), License Agreement, Settlement, and Mutual Release (Alphasmart Inc)
Restrictive Legends. To The stock certificates for the extent applicable, each certificate evidencing any of the Warrant Purchased Shares shall be endorsed with the following legends set forth below, and Holder covenants that, except to will also be endorsed with any other legends provided for in any other relevant agreements between the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany and Optionee: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A ‘NO ACTION’ LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (C) SATISFACTORY ASSURANCES TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS GRANTED TO THE COMPANY AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT DATED _____________ BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT IS MAINTAINED AT THE HOLDERCOMPANY’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSPRINCIPAL CORPORATE OFFICES.”
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Sun BioPharma, Inc.), Incentive Stock Option Agreement (Sun BioPharma, Inc.)
Restrictive Legends. To Certificates for all Shares now or hereafter issued to and held by the extent applicable, each certificate evidencing any of the Warrant Shares Shareholders shall be endorsed marked conspicuously with the legends set forth belowfollowing legends: THE SALE, and Holder covenants thatASSIGNMENT, except to the extent such restrictions are waived by the CompanyTRANSFER, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR ENCUMBRANCE UPON THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS OF A SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER , 2004. BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE CORPORATE OFFICE OF DATREK ACQUISITION, INC. AND CAN BE INSPECTED UPON WRITTEN REQUEST. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING AND SUCH SALE APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, AVAILABLE (WHICH THE COMPANY RECEIVES MAY REQUIRE TO BE EVIDENCED BY AN OPINION OF COUNSEL AT REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED).”
Appears in 2 contracts
Samples: Shareholder Agreement, Shareholder Agreement (Greenhold Group Inc)
Restrictive Legends. To The certificates evidencing the extent applicable, each certificate evidencing any of Parent Stock to be received by the Warrant Shares shall be endorsed with Stockholders hereunder will bear legends substantially in the legends form set forth below, below and Holder covenants that, except containing such other information as the Parent may deem appropriate. References in such legend to "THE COMPANY" shall refer to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SUCH THE 1933 ACT COVERING SUCH SALE AND ANY STATE SECURITIES OR AN EXEMPTION FROM BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION REQUIREMENT IS AVAILABLE, NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO THE LOCK-UP PROVISIONS CONTAINED IN SECTION 8 OF THAT CERTAIN AGREEMENT AND IF AN EXEMPTION IS AVAILABLE, PLAN OF MERGER AND REORGANIZATION WITH THE COMPANY RECEIVES AN OPINION DATED AS OF COUNSEL AT _____________, A COPY OF WHICH MAY BE OBTAINED BY CONTACTING THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERSECRETARY OF THE COMPANY In addition, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.”
Appears in 2 contracts
Samples: Merger Agreement (Bizness Online Com), Merger Agreement (Miller Kirk)
Restrictive Legends. To Each certificate evidencing the extent applicableEquity Securities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 22, 2008, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN PROPERTIES, INC. AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF AMEN PROPERTIES, INC. SUCH AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Buyer shall have advised Buyer that such legend is no longer needed, each certificate evidencing any of the Warrant Shares Equity Securities shall be endorsed with bear a legend in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT REASONABLY SATISFACTORY TO AMEN PROPERTIES, INC. SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN QUALIFICATION ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED.”"
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived Founders’ Securities purchased by the Company, Holder Buyers hereunder shall not transfer have endorsed thereon legends in substantially the Warrant Shares without complying with following forms (in addition to any other legend which may be required by other agreements between the restrictions on transfer described in such legends:parties hereto):
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEEXCEPT IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, 2008, THAT CERTAIN AMENDED AND IF AN EXEMPTION IS AVAILABLERESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF ________, THE COMPANY RECEIVES AN OPINION 2008 AND THAT CERTAIN WARRANT AGREEMENT DATED AS OF COUNSEL ________, 2008, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”
(c) Any legend required by appropriate blue sky officials.
Appears in 2 contracts
Samples: Securities Assignment Agreement (BPW Acquisition Corp.), Securities Assignment Agreement (BPW Acquisition Corp.)
Restrictive Legends. To In addition to any legend required by the extent applicableDelaware Statute, each certificate evidencing any of the Warrant Shares shall be endorsed with Preferred Stock and the legends set forth below, and Holder covenants that, except to Warrants issued at the extent such restrictions are waived by Closing will bear the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OF 1933 OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION IS NOT REQUIRED UNDER SAID ACT." "IN ADDITION, THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM OF THE REGISTRATION SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND PROSPECTUS DELIVERY REQUIREMENTS CONDITIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JUNE 18, 1996, AMONG BPC HOLDING CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH ACT AND OTHER LAWSCORPORATION. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF BPC HOLDING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Berry Plastics Corp), Agreement and Plan of Reorganization (BPC Holding Corp)
Restrictive Legends. To The Shareholder understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth below, and Holder covenants thator substantially equivalent legends, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Holdco Shares, together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by applicable federal or state securities laws: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE STATE, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AND UNTIL REGISTERED UNDER SUCH ACT COVERING SUCH SALE AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, UNLESS THE COMPANY RECEIVES CORPORATION HAS RECEIVED AN OPINION OF COUNSEL AT OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST CORPORATION AND EXPENSE STATING ITS COUNSEL, THAT SUCH OFFER, SALE, REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT REPURCHASE RIGHTS AND OTHER LAWSAGREEMENTS CONTAINED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES. A COPY OF THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON RESTRICTED STOCK PURCHASE AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF AND OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS SUCCESSORS AND PERMITTED ASSIGNSPRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.”
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement
Restrictive Legends. To Each Warrant shall bear on the extent applicable, face thereof a legend substantially in the form of the notice endorsed on the first page of this Warrant. Each certificate for shares of Common Stock initially issued upon the exercise of any Warrant and each certificate evidencing any for shares of the Warrant Shares shall be endorsed with the legends set forth belowCommon Stock issued to a subsequent transferee of such certificate shall, and Holder covenants that, except to the extent such restrictions are waived unless otherwise permitted by the Companyprovisions of this Section 9.2, Holder shall not transfer bear on the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following face thereof a legend under the Securities Actreading substantially as follows: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES LAW. SUCH SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES OR AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE 1933 ACT AND OTHER OF ANY APPLICABLE STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF TERMS AND ITS SUCCESSORS AND PERMITTED ASSIGNSCONDITIONS OF THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 30, 1998, PURSUANT TO WHICH THEY WERE ISSUED. In the event that a registration statement covering the Warrant Shares shall become effective under the 1933 Act and under any applicable State securities laws or in the event that the Company shall receive an opinion of counsel satisfactory to it that, in the opinion of such counsel, such legend is not, or is no longer, necessary or required (including, without limitation, because of the availability of the exemption afforded by Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission), the Company shall, or shall instruct its transfer agents and registrars to, remove such legend from the certificates evidencing the Warrant Shares or issue new certificates without such legend in lieu thereof. All fees and expenses of counsel in connection with the rendition of the opinion provided for in this Section 9.2 shall be paid by the holder.”
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (KFX Inc), Common Stock Purchase Warrant (KFX Inc)
Restrictive Legends. To The Top Favour Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Warrant Ableauctions Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially either of the two following forms, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 2 contracts
Samples: Share Exchange Agreement (Ableauctions Com Inc), Share Exchange Agreement (Ableauctions Com Inc)
Restrictive Legends. To the extent applicable, each The share certificate evidencing any of the Warrant Covered Shares issued hereunder shall be endorsed with the following legends set forth below(in addition to any legend required under applicable U.S. federal, state securities laws and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:under any other Applicable Law):
(a) The following legend under On the Securities Actface of the certificate: “TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH THE CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE”
(b) On the reverse of the certificate: “THE SECURITIES REPRESENTED SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN XXXXXX RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN AND THAT CERTAIN STOCKHOLDERS AGREEMENT ENTERED INTO BY AND AMONG XXXXXX RESOURCES, INC. AND THE SECURITIES ACT STOCKHOLDERS LISTED THEREIN, A COPY OF 1933 OR EACH WHICH IS ON FILE AT THE “BLUE SKY” OR SECURITIES LAWS PRINCIPAL OFFICE OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION IN . NO TRANSFER OR PLEDGE OF COUNSEL AT THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID PLAN AND SAID STOCKHOLDERS AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER’S SOLE COST , TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID PLAN AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSAID STOCKHOLDERS AGREEMENT.”
Appears in 2 contracts
Samples: Employment Agreement (Warren Resources Inc), Employment Agreement (Warren Resources Inc)
Restrictive Legends. To Each Priveco Stockholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such Priveco Stockholder’s pro rata portion of the Warrant Exchange Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 2 contracts
Samples: Share Exchange and Conversion Agreement (Makkanotti Group Corp.), Share Exchange Agreement (TabacaleraYsidron, Inc.)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares shall shares of Common Stock issued pursuant to this Agreement, the stock certificates for the shares of Common Stock issued pursuant to this Agreement may be endorsed with a restrictive legend, in substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THEY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS DISTRIBUTED EXCEPT (1) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH ACT COVERING SUCH SALE THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHEREFROM, AND IF AN EXEMPTION IS AVAILABLE, (2) IN COMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY RECEIVES AN OPINION AND THE REGISTERED HOLDER OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH OFFERAGREEMENT IMPOSES CERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES. THE SECRETARY OF THE COMPANY WILL, SALEUPON WRITTEN REQUEST, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS FURNISH A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”
Appears in 2 contracts
Samples: Restricted Stock Agreement (Calpine Corp), Restricted Stock Agreement (Calpine Corp)
Restrictive Legends. To Unless counsel otherwise advises, all certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares shall be have endorsed with the thereon legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsubstantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE THE STATES OR OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHARE ESCROW AGREEMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE SHARE ESCROW AGREEMENT, AND IF AN EXEMPTION IS AVAILABLE, EXCEPT IN ACCORDANCE WITH THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTERMS THEREOF.”
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bison Capital Acquisition Corp), Securities Purchase Agreement (Bison Capital Acquisition Corp)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Parent will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”
Appears in 2 contracts
Samples: Debt Exchange Agreement (Cosmos Holdings Inc.), Debt Exchange Agreement (Cosmos Holdings Inc.)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of Founders’ Securities and the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived Sponsors’ Warrants purchased by the Company, Holder Buyers hereunder shall not transfer have endorsed thereon legends in substantially the Warrant Shares without complying with following forms (in addition to any other legend which may be required by other agreements between the restrictions on transfer described in such legends:parties hereto):
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEEXCEPT IN ACCORDANCE WITH THAT CERTAIN AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, 2008, THAT CERTAIN AMENDED AND IF AN EXEMPTION IS AVAILABLERESTATED SECURITIES PURCHASE AGREEMENT DATED AS OF ________, THE COMPANY RECEIVES AN OPINION 2008 AND THAT CERTAIN WARRANT AGREEMENT DATED AS OF COUNSEL ________, 2008, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”
(c) Any legend required by appropriate blue sky officials.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BPW Acquisition Corp.), Securities Purchase Agreement (BPW Acquisition Corp.)
Restrictive Legends. To (a) Optionee hereby acknowledges that federal securities laws and the extent applicable, each certificate evidencing any securities laws of the Warrant state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option. Optionee understands and agrees that the Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933; THEY HAVE BEEN ACQUIRED BY THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE HOLDER FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT EXCEPT AS MAY BE AUTHORIZED UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEOF 1933, AS AMENDED, AND IF AN EXEMPTION THE RULES AND REGULATIONS PROMULGATED THEREUNDER.”
(b) In addition, all stock certificates evidencing the Shares shall be imprinted with a legend substantially as follows: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION AND/OR ITS NOMINEE(S). AS SET FORTH IN A STOCK OPTION AGREEMENT, TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL ON FILE AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF SAID CORPORATION. SUCH TRANSFER RESTRICTIONS AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RIGHT OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
Appears in 1 contract
Samples: Stock Option Agreement (Crinetics Pharmaceuticals, Inc.)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend Purchaser hereby acknowledges and agrees that the Purchased Securities and the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan shall be subject to the Stockholders' Agreement and the repurchase rights contained therein.
(b) The Purchased Securities Actand the securities issuable with respect to the Purchaser's benefits under the Deferred Compensation Plan shall be subject to the Stockholders' Agreement, including, without limitation, the legending requirements set forth therein and shall bear the following legends: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THESE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, ASSIGNEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY, IN THE OPINION OF COUNSEL, OF AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHEREUNDER.”"
Appears in 1 contract
Samples: Management Subscription and Contribution Agreement (Aearo Technologies Inc.)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The Each certificate for Stockholder Shares held by an Affiliate of the Company shall be stamped or otherwise imprinted with a legend in substantially the following legend under the Securities Actterms: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS.”
(b) Each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the Transfer of any Stockholder Shares (if such shares remain Stockholder Shares as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 18, 2006 (AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLETIME TO TIME, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT “AGREEMENT”), AMONG THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS ISSUER OF SUCH ACT SECURITIES (THE “COMPANY”) AND OTHER LAWSCERTAIN OF THE COMPANY’S STOCKHOLDERS. THE TERMS OF SUCH AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFERS. A COPY OF THE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSUPON WRITTEN REQUEST.”
(c) The legend set forth in paragraph (b) shall be removed from the certificates evidencing any shares which cease to be Stockholder Shares in accordance with the terms of this Agreement.
Appears in 1 contract
Restrictive Legends. To The Standby Purchaser understands and agrees that the extent applicable, each certificate evidencing Shares will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Company and any of the Warrant Shares shall Standby Purchaser. The legend may be endorsed with the legends set forth below, removed pursuant to Section 9(a)(iii) and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(aSection 9(a)(iv) The following legend under the Securities Act: “as provided above. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” REGISTERED AND/OR SECURITIES LAWS OF QUALIFIED UNDER ANY STATE AND SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH ACT COVERING SUCH SALE SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEREGISTRATION, AND IF AN EXEMPTION IS AVAILABLEOR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAS AMENDED.”
Appears in 1 contract
Samples: Standby Purchase Agreement
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under Purchasers agree that all certificates or other instruments representing the Securities Act(which, for purposes of this Section 6.3, shall include the shares of Series A Serial Preferred Stock and the Warrants, as well as any shares of Common Stock issuable upon exercise of the Warrants) will bear a legend substantially to the following effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE “BLUE SKY” SALE OR SECURITIES LAWS OF ANY STATE AND DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE RELATED THERETO OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, UNDER THE SECURITIES ACT OF 1933 AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE RESTRICTIONS CONTAINED HEREIN SECURITIES REPRESENTED BY THIS INSTRUMENT ARE BINDING ON SUBJECT TO THE HOLDER HEREOF TERMS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF AUGUST 19, 2014, BY AND ITS SUCCESSORS AMONG XXXXXXXXX XXXXX, INC., NIGHTINGALE ONSHORE HOLDINGS L.P. AND PERMITTED ASSIGNSNIGHTINGALE OFFSHORE HOLDINGS L.P., AS THEREAFTER AMENDED FROM TIME TO TIME.”
(b) The legend set forth in Section 6.3(a) shall be removed and the Company shall issue to each Purchaser a certificate without such legend or any other legend, if (i) such securities are registered for resale under the Securities Act, (ii) such securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such securities are eligible for sale under Rule 144.
Appears in 1 contract
Samples: Securities Purchase Agreement (Elizabeth Arden Inc)
Restrictive Legends. To Optionee hereby acknowledges that, in the extent applicable, each certificate evidencing any event ------------------- the Company is unable to register the issuance of the Warrant Shares shall be endorsed with upon the exercise of the Options, federal securities laws and the securities laws of the state in which Optionee resides or works may require the placement of certain restrictive legends set forth belowupon the Shares issued upon exercise of the Options, and Holder covenants that, except Optionee hereby consents to the extent placing of any such restrictions are waived by legends upon certificates evidencing the Shares as the Company, Holder or its counsel, may reasonably deem necessary; provided, however, that any such legend or legends shall not transfer be removed when no longer applicable. In such event, any and all certificates now or hereafter issued evidencing the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following shall have endorsed upon them a legend under the Securities Actsubstantially as follows: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND NEITHER THESE SECURITIES, NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH THE SECURITIES ACT AND OTHER ANY APPLICABLE STATE SECURITIES LAWS. , SUCH EXEMPTION TO BE EVIDENCED BY SUCH DOCUMENTATION AS THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER MAY REASONABLY REQUEST.”"
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Restrictive Legends. To the extent applicable, each Each certificate evidencing or document representing any of the Warrant Shares Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND STATE. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED (I) UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Insite Vision Inc)
Restrictive Legends. To Each PSI Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such PSI Shareholder’s pro rata portion of the Warrant Energroup Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
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Restrictive Legends. To (A) If the extent applicableIssued Shares have not been registered under the 1933 Act, the stock certificates (and separate certificates may be issued for each certificate evidencing any regularly scheduled vesting tranche) for all of the Warrant Issued Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actrestrictive legend: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND SHARES MAY NOT BE OFFEREDSOLD OR OFFERED FOR SALE IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (b) A `NO ACTION' LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (c) SATISFACTORY ASSURANCES TO THE ISSUER THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER."
(B) In addition to any restrictive legend required pursuant to clause (A) above, stock certificates (and separate certificates may be issued for each regularly scheduled vesting tranche) representing Unvested Shares (as defined below) shall be endorsed with the following restrictive legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN CANCELLATION RIGHTS GRANTED TO THE ISSUER AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT DATED AS OF MARCH 12, 2001 BETWEEN THE ISSUER AND THE REGISTERED HOLDER OF THE SHARES FOR THE PREDECESSOR IN INTEREST TO THE SHARES. A COPY OF SUCH AGREEMENT IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL MAINTAINED AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER'S PRINCIPAL CORPORATE OFFICES.”
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Restrictive Legends. To Such Shareholder (and for such Shareholder’s designee(s), if any) acknowledges that the extent applicable, each certificate evidencing any of certificate(s) representing the Warrant China Carbon Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, corresponding to such Shareholder’s (of such Shareholder’s designee’s) status as set forth in Section 3.4 and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legendssignature pages hereto:
(a) The following legend under the Securities ActREGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Samples: Acquisition Agreement (China Carbon Graphite Group, Inc.)
Restrictive Legends. To the extent applicable, each Any certificate evidencing or other document issued in respect of any of the Warrant Purchased Shares and Top-Up Shares shall be endorsed with the legends legend set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS HYPOTHECATED (1) ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES (2) ABSENT AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR THAT SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR, (3) EXCEPT IN A TRANSACTION IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER BY THE TERMS OF AN AMENDED AND RESTATED NON-COMPETITION AGREEMENT, DATED AS OF 25 JANUARY 2016, ENTERED INTO AMONG THE COMPANY AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS PRINCIPAL OFFICE OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”
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Samples: Securities Purchase Agreement (China Lodging Group, LTD)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing Common Stock shall have endorsed thereon legends in substantially the following forms (in addition to any of other legend which may be required by other agreements between the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:parties hereto):
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PLEDGE AGREEMENT SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY OR THE OFFICES OF XXXXXX GODWARD, LLP. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH PLEDGE AGREEMENT IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY."
(b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH SAID ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED."
(c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR OTHER DISPOSITION IS EXEMPT FROM ITS ASSIGNEE(S) AS PROVIDED IN THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS BYLAWS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”"
(d) Any legend required by appropriate blue sky officials.
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Restrictive Legends. To The book entry representing the extent applicable, each certificate evidencing any shares of Purchaser Common Stock acquired by Seller hereunder shall bear the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING OR SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENT ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS OF AN INVESTOR RIGHTS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, IN EACH CASE, BETWEEN THE ISSUER AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION ORIGINAL HOLDER OF COUNSEL AT THESE SECURITIES. A COPY OF THE HOLDER’S SOLE COST INVESTOR RIGHTS AGREEMENT AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ISSUER. SUCH ACT AND OTHER LAWS. THE TRANSFER RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE HOLDER HEREOF EXTENT PROVIDED THEREIN AND ITS SUCCESSORS ANY TRANSFER IN VIOLATION OF THE INVESTOR RIGHTS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT IS VOID AND PERMITTED ASSIGNSOF NO EFFECT.”
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Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to any legends required under applicable securities laws): In the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCase of All Securities: “----------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 OR ACT"). THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE 1933 ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”
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Restrictive Legends. To Each BVI Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such BVI Shareholder’s pro rata portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
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Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares The shares issued under your Award shall be endorsed with the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to the extent such restrictions are waived as determined by the CompanyCompany it its sole discretion, Holder shall not transfer together with any other legends that may be required by the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF , , BETWEEN THE COMPANY AND THE HOLDER OF THIS STOCK. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER SUCH LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON HOLDER OF THIS STOCK MAY NOT SELL, TRANSFER OR DISPOSE OF THIS STOCK (EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE HOLDER HEREOF SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT")) WITHOUT FIRST DELIVERING TO THE COMPANY AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE IN FORM AND ITS SUCCESSORS SUBSTANCE TO THE COMPANY) THAT NEITHER REGISTRATION NOR QUALIFICATION UNDER THE ACT AND PERMITTED ASSIGNSAPPLICABLE STATE SECURITIES LAWS IS REQUIRED IN CONNECTION WITH SUCH TRANSFER.”
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Restrictive Legends. To The Company may place restrictive legends on the extent applicable, each certificate evidencing any or certificates representing the shares issued upon exercise of this option referring the Warrant Shares shall be endorsed with the legends Right of First Refusal set forth below, in Section of this Agreement and Holder covenants that, except to any restrictions on transfer under federal and applicable state securities laws. Upon the extent such restrictions are waived by request of the Company, Holder you shall promptly provide the Company with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends. Unless the Company determines otherwise, the legends which may be placed on the certificate or certificates representing the shares may include, but are not transfer limited to, the Warrant Shares without complying with the restrictions on transfer described in such legendsfollowing:
(a) The following legend under the Securities Act: “a. THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND "ACT"). THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE WITH RESPECT TO THESE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ASSIGNMENT OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REQUIREMENT OF SUCH ACT AND OTHER LAWSTHE ACT."
b. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEES. THE RESTRICTIONS TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED HEREIN ARE BINDING ON IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOF THE SHARES, A COPY OF WHICH MAY BE REVIEWED UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE CORPORATION. ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.”"
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Online Stock Market Group)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Parent will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”
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Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Purchased Shares, the stock certificates for the Purchased Shares shall will be endorsed with restrictive legends, including the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(ai) The following legend under the Securities Act: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY ISSUER RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE SATISFACTORY TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT ACT."
(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND OTHER LAWS. CONDITIONS OF AN INVESTOR'S RIGHTS AGREEMENT AMONG THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON ISSUER, THE HOLDER HEREOF OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDER'S PREDECESSOR IN INTEREST) AND ITS SUCCESSORS AND PERMITTED ASSIGNSCERTAIN OTHER SHAREHOLDERS WHICH MAY RESTRICT THE DISPOSITION OF SUCH SHARES FOLLOWING A PUBLIC OFFERING OF THE COMPANY'S SECURITIES.”"
(iii) Any legends required by state securities laws.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Netzero Inc)
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to any legends required under applicable securities laws): In the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCase of All Securities: “----------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 OR ACT"). THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE 1933 ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY) .”
Appears in 1 contract
Restrictive Legends. To Optionee hereby acknowledges that federal securities laws and the extent applicable, each certificate evidencing any securities laws of the Warrant state in which Optionee resides or is employed may require the placement of certain restrictive legends upon the Shares shall be endorsed with issued upon exercise of the legends set forth belowOption, and Holder covenants that, except Optionee hereby consents to the extent placing of any such restrictions are waived by legends upon certificates evidencing the Shares as the Company, Holder or its counsel, may reasonably deem necessary; provided, however, that any such legend shall not transfer be removed when no longer applicable. Any and all certificates now or hereafter issued evidencing the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actshall have endorsed upon them legends substantially as follows: “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF UNLESS THERE THAT CERTAIN OPTION AGREEMENT BY AND BETWEEN RIVER HOLDING CORP. AND THE ORIGINAL PURCHASER HEREOF, A COPY OF WHICH AGREEMENT IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL ON FILE AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM PRINCIPAL EXECUTIVE OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”
Appears in 1 contract
Samples: Stock Option Agreement (Hudson Respiratory Care Inc)
Restrictive Legends. To The book entry representing the extent applicable, each certificate evidencing any of Preferred Shares purchased hereunder shall bear the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING OR SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH REGISTRATION REQUIREMENT ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS OF AN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES DATED AS OF NOVEMBER 8, AND IF AN EXEMPTION IS AVAILABLE, 2021. A COPY OF THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT INVESTOR RIGHTS AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ISSUER. SUCH ACT AND OTHER LAWS. THE TRANSFER RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE HOLDER HEREOF EXTENT PROVIDED THEREIN AND ITS SUCCESSORS ANY TRANSFER IN VIOLATION OF THE INVESTOR RIGHTS AGREEMENT IS VOID AND PERMITTED ASSIGNSOF NO EFFECT.”
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Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except Subject to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:Section 4.1(d):
(a) The following Each Stockholder hereby acknowledges and agrees that, during the term of this Agreement, until the expiry of the Lock-Up Period, each of the certificates representing Common Stock held by such Stockholder shall be subject to stop transfer instructions and shall include the legend under the Securities Actset forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 19, 2013, BETWEEN DEALERTRACK TECHNOLOGIES, INC. (THE “COMPANY”) AND THE STOCKHOLDERS SIGNATORY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT THEY HAVE BEEN REGISTERED UNDER SUCH THAT ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”
(b) The Company shall make a notation on its records or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement. Following the expiry of the Lock-Up Period, the Company shall issue new certificates representing Common Stock held by the Stockholders without any such legends or restrictive transfer provisions.
Appears in 1 contract
Samples: Stockholders Agreement (Dealertrack Technologies, Inc)
Restrictive Legends. To The Buyer understands that the extent applicableAcquired Shares will be "restricted securities" under the Securities Act, each certificate in as much as they are being acquired from an affiliate of TTSI in a transaction not involving a public offering, and that, under the Securities Act, and applicable regulations thereunder, such securities may be resold without registration under the Securities Act, only in certain limited circumstances. The Buyer understands that the certificates evidencing any of the Warrant Acquired Shares shall be endorsed with will bear the legends legend set forth below, and Holder covenants that, except to the extent such restrictions are waived together with any other legends required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actapplicable state securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED SOLD OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND IF AN EXEMPTION THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING ANY FUTURE HOLDERS IS AVAILABLEBOUND BY THE TERMS OF THE STOCKHOLDERS' AND REGISTRATION RIGHTS AGREEMENTS BETWEEN THE ORIGINAL PURCHASER, THE COMPANY RECEIVES AN OPINION AND CERTAIN OTHER STOCKHOLDERS (COPIES OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT WHICH MAY BE OBTAINED FROM THE REGISTRATION COMPANY). EXHIBIT D EMPLOYEES AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”EMPLOYEE BENEFIT MATTERS
Appears in 1 contract
Samples: Reorganization, Recapitalization and Stock Purchase Agreement (Black & Decker Corp)
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend any legends required under the Securities Act: “applicable securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”
Appears in 1 contract
Restrictive Legends. To The Tonix Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Tonix Shareholder’s pro rata portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Samples: Share Exchange Agreement (Tamandare Explorations Inc.)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Unvested Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be endorsed with required by other agreements between the legends set forth belowParties hereto, and Holder covenants that, except to including the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:Shareholders Agreement):
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY."
(b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH SAID ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED."
(c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR OTHER DISPOSITION IS EXEMPT FROM ITS ASSIGNEE(S) AS PROVIDED IN THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS BYLAWS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”"
(d) Any legend required by applicable blue sky laws.
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Restrictive Legends. To The Gold Industry Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Gold Industry Shareholder’s pro rata portion of the Warrant Pubco Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Samples: Share Exchange Agreement (Artistry Publications Inc)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares, the stock certificates for the Warrant Shares shall will be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following restrictive legends:
(ai) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE "ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED OF UNLESS THERE IS HYPOTHECATED EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH THE ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES (ii) IN COMPLIANCE WITH RULE 144 OR (iii) PURSUANT TO AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING COUNSEL, SATISFACTORY TO COMPANY, THAT REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, PLEDGE OR HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM ."
(ii) THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE SHARES. COPIES OF SUCH ACT AND OTHER LAWS. AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECRETARY OF COMPANY.”
(iii) These securities are subject to a right of first refusal in favor of the Company, the provisions of which are set forth in the Company's Bylaws".
(iv) Any legend required by the laws of the State of California, including any legend required by the California Department of Corporations and Sections 417 and 418 of the California Corporations Code.
(v) Any other legend deemed necessary to reflect the restrictions on the transfer of the Warrant Shares.
Appears in 1 contract
Restrictive Legends. To Certificates evidencing the extent applicableExchange Shares pursuant to this Agreement may bear the following legend, each certificate evidencing including without limitation, any legend required by the laws of the Warrant Shares shall be endorsed with jurisdiction in which the legends set forth belowStockholder resides, and Holder covenants thatany legend required by any applicable law, except including without limitation, any legend that will be useful to the extent such restrictions are waived aid compliance with Regulations D, S or other regulations adopted by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend Securities and Exchange Commission under the Securities Act: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” “BLUE SKY” OR THESE SECURITIES LAWS ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF ANY STATE REGULATION S UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE IN EFFECT WITH RESPECT TO THE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED OR OTHER DISPOSITION IS EXEMPT UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF AVAILABLE UNDER SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSACT.”
Appears in 1 contract
Samples: Share Exchange Agreement (Map Financial Group, Inc.)
Restrictive Legends. To The Stockholder and the extent applicable, each certificate evidencing any Seller agrees that the certificates representing the Purchaser Common Stock received as Acquisition Consideration hereunder may have appropriate orders restricting transfer placed against them on the records of the Warrant Shares shall be endorsed with the legends set forth belowtransfer agent, and Holder covenants that, except to may have placed upon them the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actlegend: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED HEREBY WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAW, BUT PURSUANT TO EXEMPTIONS FROM SAID REGISTRATION. THESE SHARES ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 12, 1998, AS AMENDED. THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SAID REGISTRATION, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE AVAILABILITY OF EXEMPTIONS THEREFROM. FURTHERMORE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH NO OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM TRANSFER SHALL TAKE PLACE WITHOUT SUBMITTING TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF COMPANY EVIDENCE REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH ACT AND OTHER LAWSTRANSACTION DOES NOT VIOLATE THE RESTRICTIONS SET FORTH HEREIN. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY'S TRANSFER AGENT HAS BEEN INSTRUCTED TO EFFECT TRANSFERS OF THESE SHARES ONLY IN ACCORDANCE WITH THESE RESTRICTIONS.”" The Stockholder and the Seller agree not to attempt to transfer shares of Purchaser Common Stock without first complying with (i) the substance of the foregoing legend and (ii) the terms of the Restricted Stock Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Management Network Group Inc)
Restrictive Legends. To the extent applicable, The Company will stamp or imprint each certificate evidencing any or other instrument representing Shares, throughout the term of this Agreement, with a legend in the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAWS OF AND NO PROSPECTUS HAS BEEN ISSUED IN RESPECT THEREOF UNDER ANY STATE AND CANADIAN PROVINCIAL SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE IN THE ABSENCE OF SUCH REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR PROSPECTUS OR AN EXEMPTION FROM THEREFROM UNDER SAID ACT OR SUCH REGISTRATION REQUIREMENT IS AVAILABLE, LAWS AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT RULES AND REGULATIONS THEREUNDER. THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERVOTING, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 16, 2010, AMONG GATEWAY CASINOS AND ENTERTAINMENT LIMITED, AND THE HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS TIME TO TIME), A COPY OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GATEWAY CASINOS AND ITS SUCCESSORS AND PERMITTED ASSIGNSENTERTAINMENT LIMITED.”
Appears in 1 contract
Samples: Shareholders Agreement (Gateway Casinos & Entertainment LTD)
Restrictive Legends. To The SCSI Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the SCSI Shareholder’s pro rata portion of the Warrant Odimo Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 2.26 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Samples: Share Exchange Agreement (Odimo INC)
Restrictive Legends. To The Top Favour Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Warrant Ableauctions Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially either of the two following forms, and Holder covenants that, except corresponding to the extent such restrictions are waived by shareholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Restrictive Legends. To Certificates evidencing the extent applicable, each certificate evidencing any Exchange Shares pursuant to this Agreement may bear one or more of the Warrant Shares shall be endorsed with following legends, including without limitation, any legend required by the legends set forth belowlaws of the jurisdiction in which the SCI Stockholder resides, and Holder covenants thatany legend required by any applicable law, except including without limitation, any legend that will be useful to the extent such restrictions are waived aid compliance with Regulation D or other regulations adopted by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend SEC under the Securities Act: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.” [“BLUE SKY” OR THESE SECURITIES LAWS ARE BEING ISSUED ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF ANY STATE REGULATION S UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE IN EFFECT WITH RESPECT TO THE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION REGISTRATION IS NOT REQUIRED OR OTHER DISPOSITION IS EXEMPT UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF AVAILABLE UNDER SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSACT.”]
Appears in 1 contract
Restrictive Legends. To The Renovation Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Renovation Shareholder’s pro rata portion of the Warrant Kerrisdale Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Restrictive Legends. To (a) Optionee hereby acknowledges that federal securities laws and the extent applicable, each certificate evidencing any securities laws of the Warrant state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary or advisable.
(b) In addition, all stock certificates evidencing the Shares shall be endorsed imprinted with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following a legend under the Securities Actsubstantially as follows: “"THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE SECURITIES ACT CORPORATION AND/OR ITS NOMINEE(S), AS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF 1933 OR FEBRUARY 5,1999. TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE “BLUE SKY” OR SECURITIES LAWS PROVISIONS OF ANY STATE AND MAY NOT BE OFFEREDTHAT STOCKHOLDERS AGREEMENT, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED A COPY OF UNLESS THERE WHICH IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL ON FILE AT THE HOLDER’S SOLE COST PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS RIGHT OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN FIRST REFUSAL ARE BINDING ON ANY PERMITTED TRANSFEREES OF THESE SHARES." IN ADDITION, ANY TRANSFER OR PURPORTED TRANSFER OF SHARES REPRESENTED BY THIS CERTIFICATE, IN VIOLATION OF THE HOLDER HEREOF STOCKHOLDERS AGREEMENT, SHALL BE NULL AND ITS SUCCESSORS VOID AND PERMITTED ASSIGNSINEFFECTIVE TO TRANSFER OR CONVEY ANY RIGHT, TITLE OR INTEREST IN OR TO THE SHARES.”
Appears in 1 contract
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant Shares, the stock certificates for the Shares shall will be endorsed with restrictive legends, including the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(ai) The following legend under the Securities Act: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY ISSUER RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE SATISFACTORY TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT ACT."
(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND OTHER LAWS. CONDITIONS OF AN INVESTOR'S RIGHTS AGREEMENT AMONG THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON ISSUER, THE HOLDER HEREOF OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDER'S PREDECESSOR IN INTEREST) AND ITS SUCCESSORS AND PERMITTED ASSIGNSCERTAIN OTHER SHAREHOLDERS WHICH MAY RESTRICT THE DISPOSITION OF SUCH SHARES FOLLOWING A PUBLIC OFFERING OF THE COMPANY'S SECURITIES.”"
(iii) Any legends required by state securities laws.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Netzero Inc)
Restrictive Legends. To Optionee understands that the extent applicable, each certificate evidencing any the Shares will be imprinted with a legend which prohibits the transfer of the Warrant Shares shall be endorsed with unless they are registered or such registration is not required in the legends set forth below, and Holder covenants that, except opinion of counsel satisfactory to the extent such restrictions are waived by the Company, Holder shall not transfer and any other legend required under applicable state securities laws, including, without limitation, the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (“ACT”) OR THE “BLUE SKY” OR STATE SECURITIES LAWS (“STATE ACTS”) AND ARE RESTRICTED SECURITIES. THE RESTRICTED SECURITIES HAVE BEEN ACQUIRED FOR HOLDER’S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. RESTRICTED SECURITIES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE ACT AND STATE ACTS AND/OR EXEMPTION FROM SUCH REGISTRATION(S) IS (ARE) AVAILABLE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AS SET FORTH IN THE EQUITY INCENTIVE AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF ANY STATE THESE SHARES, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF, EXCEPT AS PROVIDED THEREIN. A COPY OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AFOREMENTIONED EQUITY INCENTIVE AGREEMENT MAY BE OBTAINED AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM PRINCIPAL OFFICE OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”
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Restrictive Legends. To Each Fulland Stockholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing such Fulland Stockholder’s pro rata portion of the Warrant Malex Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: REGULATION D LEGEND: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Samples: Share Exchange Agreement (Malex Inc)
Restrictive Legends. To Certificates evidencing the extent applicableShares, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions certificates are waived by issued, may bear such restrictive legends as the Company and/or the Company’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, Holder shall not transfer including, without limitation, the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(a) The following legend under the Securities Act: “THE SECURITIES TRANSFER OF SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE COMMON STOCK CLASS B COMMON STOCK SUBSCRIPTION AGREEMENT, DATED AS OF [ ], 2013, AMONG XXXXXX XXXXXXXX HOME CORPORATION AND THE SUBSCRIBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT RESOLD EXCEPT AS PERMITTED UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAPPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER.”
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Samples: Class B Common Stock Subscription Agreement (Taylor Morrison Home Corp)
Restrictive Legends. To The book entry representing the extent applicable, each certificate evidencing any Parent Shares acquired by Seller hereunder shall bear the following legends until such legends are no longer required under applicable provisions of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OF AND NEITHER THE SECURITIES NOR ANY STATE AND INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH ACT COVERING SUCH SALE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR SUCH REGISTRATION REQUIREMENT LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, AS SUCH AGREEMENT MAY BE AMENDED AND IF AN EXEMPTION IS AVAILABLE, MODIFIED FROM TIME TO TIME. A COPY OF THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ISSUER. SUCH ACT AND OTHER LAWS. THE TRANSFER RESTRICTIONS CONTAINED HEREIN ARE BINDING ON TRANSFEREES OF THESE SECURITIES TO THE HOLDER HEREOF EXTENT PROVIDED THEREIN AND ITS SUCCESSORS ANY TRANSFER IN VIOLATION OF THE REGISTRATION RIGHTS AGREEMENT IS VOID AND PERMITTED ASSIGNSOF NO EFFECT.”
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Restrictive Legends. To The Grantee understands and agrees that the extent applicable, each certificate evidencing any of the Warrant Shares Company shall be endorsed with cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants that, except to be placed upon any certificate(s) evidencing ownership of the extent such restrictions are waived Shares together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCompany or by state or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR (THE “BLUE SKY” ACT”) OR ANY STATE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING THAT ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, SALE OR TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION PLEDGE OR OTHER DISPOSITION HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWSIN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN ON TRANSFER, REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL IN FAVOR OF THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND RIGHT OF FIRST REFUSAL ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSTRANSFEREES OF THESE SHARES.”
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Samples: Restricted Stock Purchase Agreement (ReFinance America, LTD)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing Restricted Stock shall have endorsed thereon legends in substantially the following forms (in addition to any of other legend which may be required by other agreements between the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except parties to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:this Agreement):
(a) The following legend under the Securities Act: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH SAID ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S) AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”
(c) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”
(d) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT PRINCIPAL OFFICE OF THE CORPORATION. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION OPTION IS EXEMPT FROM VOID WITHOUT THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS PRIOR EXPRESS WRITTEN CONSENT OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCORPORATION.”
(e) Any legend required by appropriate blue sky officials.
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Samples: Restricted Stock Purchase Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with (a) The Lender understands and agrees that Company will cause the legends set forth belowbelow or legends substantially equivalent thereto, and Holder covenants thatto be placed upon any certificate(s) evidencing ownership of the Exchange Shares, except to the extent such restrictions are waived together with any other legends that may be required by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actstate or federal securities laws: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THERE SUCH TRANSACTION IS AN EFFECTIVE EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH ACT COVERING SUCH OFFER, SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, TRANSFER PURSUANT TO CLAUSE (C) TO REQUEST THE COMPANY RECEIVES DELIVERY OF AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERAND/OR, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION CERTIFICATION AND/OR OTHER DISPOSITION IS EXEMPT FROM INFORMATION REASONABLY SATISFACTORY TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSISSUER.”
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Restrictive Legends. To All certificates for the extent applicable, each certificate evidencing any of the Warrant Optioned Shares shall be endorsed with bear the following legends, in addition to any other legends set forth below, required by applicable state securities law and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsecurities commissioners: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” ACT”), OR SECURITIES LAWS OF UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFEREDTRANSFERRED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER SUCH THE ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF LEGAL COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION ANY PROPOSED TRANSFER OR OTHER DISPOSITION RESALE IS EXEMPT FROM IN COMPLIANCE WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. .” “THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER THE LIMITED OFFERING EXEMPTION PROVIDED BY SECTION 25102(f) OF THE CALIFORNIA CORPORATIONS CODE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE HOLDER HEREOF COMPANY’S RIGHT OF FIRST REFUSAL AND ITS SUCCESSORS AND PERMITTED ASSIGNSONE HUNDRED EIGHTY (180) DAYS LOCK-UP RESTRICTION PROVIDED IN THE COMPANY’S STOCK OPTION AGREEMENT.”
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Restrictive Legends. To The certificates evidencing the extent applicable, each certificate evidencing any of Parent Stock to be received by the Warrant Shares shall be endorsed with Stockholders hereunder will bear legends substantially in the legends form set forth below, below and Holder covenants that, except containing such other information as the Parent may deem appropriate. References in such legend to "THE COMPANY" shall refer to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Act: “Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED PLEDGED OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER SUCH THE 1933 ACT COVERING SUCH SALE AND ANY STATE SECURITIES OR AN EXEMPTION FROM BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION REQUIREMENT IS AVAILABLE, NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO THE LOCK-UP PROVISIONS CONTAINED IN SECTION 8 OF THAT CERTAIN AGREEMENT AND IF AN EXEMPTION IS AVAILABLE, PLAN OF MERGER AND REORGANIZATION WITH THE COMPANY RECEIVES AN OPINION DATED AS OF COUNSEL AT JUNE__, 2000, A COPY OF WHICH MAY BE OBTAINED BY CONTACTING THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFERSECRETARY OF THE COMPANY In addition, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSsuch certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.”
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Restrictive Legends. To Certificates evidencing the extent applicable, each certificate evidencing any of Blue Star Shares issued pursuant to this Agreement shall bear a restrictive legend in substantially the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, ASSIGNEDPLEDGED, TRANSFERREDASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE PURCHASER RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE PURCHASER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, DISTRIBUTED ASSIGNED OR OTHERWISE DISPOSED OF UNLESS THERE IS TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
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Samples: Intangible Assets & Machinery Option to Purchase Agreement (Blue Star Foods Corp.)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of the Warrant Shares issued and sold hereunder shall be have endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
thereon (a) The any legend required by appropriate blue sky officials and (b) a legend in substantially the following form (in addition to any other legend under which may be required by other agreements between the Securities Act: parties hereto): “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AS AMENDED (THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND ACT”). THEY MAY NOT BE OFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERREDPLEDGED OR HYPOTHECATED UNLESS THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, PLEDGED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE ACT COVERING SUCH SALE SHARES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT REASONABLY SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION REGISTRATION IS EXEMPT NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH IN A COMMON STOCK PURCHASE AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE REGISTRATION COMPANY), AND PROSPECTUS DELIVERY REQUIREMENTS BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH ACT THAT COMMON STOCK PURCHASE AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSOWNERSHIP SET FORTH THEREIN.”
Appears in 1 contract
Samples: Common Stock Purchase and Option Agreement (Unigene Laboratories Inc)
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares Securities shall be endorsed with bear substantially the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend (in addition to any legends required under applicable securities laws). In the Securities ActCase of All Securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”COMPANY)
Appears in 1 contract
Samples: Unit Purchase Agreement (Nexmed Inc)
Restrictive Legends. To The Stockholder agrees that the extent applicable, each certificate evidencing any certificates representing the Parent Common Stock received as Purchase Consideration hereunder may have appropriate orders restricting transfer placed against them on the records of the Warrant Shares shall be endorsed with the legends set forth belowtransfer agent, and Holder covenants that, except to may have placed upon them the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actlegend: “"THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED HEREBY WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF UNDER ANY STATE AND SECURITIES LAW, BUT PURSUANT TO EXEMPTIONS FROM SAID REGISTRATION. THESE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SAID REGISTRATION, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLETHE AVAILABILITY OF EXEMPTIONS THEREFROM. FURTHERMORE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH NO OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM TRANSFER SHALL TAKE PLACE WITHOUT SUBMITTING TO THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF COMPANY EVIDENCE REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH ACT AND OTHER LAWSTRANSACTION DOES NOT VIOLATE THE RESTRICTIONS SET FORTH HEREIN. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY'S TRANSFER AGENT HAS BEEN INSTRUCTED TO EFFECT TRANSFERS OF THESE SHARES ONLY IN ACCORDANCE WITH THESE RESTRICTIONS.”" The Stockholder agrees not to attempt to transfer shares of Parent Common Stock without first complying with (i) the substance of the foregoing legend and (ii) the terms of the Stockholder and Registration Rights Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Management Network Group Inc)
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares ------------------- Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to any legends required under applicable securities laws): In the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCase of All Securities: “----------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY).”
Appears in 1 contract
Samples: Unit Purchase Agreement (Sicor Inc)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except In order to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with reflect the restrictions on transfer described in such disposition of the Shares, Xx. Xxxxxx understands that the stock certificates, if any representing the Shares will bear restrictive legends:
(a) The , including one or more of the following legend under the Securities Actor other legends: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND 1933, AS AMENDED. SUCH SHARES MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT OR (B) ASSURANCES SATISFACTORY TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF PROVISION AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGEDENCUMBERED, HYPOTHECATED, DISTRIBUTED OR OTHERWISE IN ANY MANNER DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, EXCEPT IN CONFORMITY WITH THE TERMS OF THE RESTRICTED STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REGISTERED HOLDER OF SUCH ACT AND OTHER LAWSSHARES (OR THE PREDECESSOR IN INTEREST TO SUCH SHARES). THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON CORPORATION WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSWITHOUT CHARGE.”
Appears in 1 contract
Samples: Confidential Separation Agreement (Adventrx Pharmaceuticals Inc)
Restrictive Legends. To The Pxxx Xxxxx Shareholder acknowledges that the extent applicable, each certificate evidencing any certificate(s) representing the Pxxx Xxxxx Shareholder’s pro rata portion of the Warrant Sino Charter Shares shall be endorsed with the legends each conspicuously set forth belowon the face or back thereof a legend in substantially the following form, and Holder covenants that, except corresponding to the extent such restrictions are waived by stockholder’s status as set forth in Section 3.4 and the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actsignature pages hereto: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “BLUE SKY” OR THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS ACT OF ANY STATE 1933, AS AMENDED, AND MAY NOT BE OFFEREDSOLD, SOLDTRANSFERRED, ASSIGNED, TRANSFERREDPLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PLEDGEDPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, HYPOTHECATED, DISTRIBUTED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSSECURITIES ACT.”
Appears in 1 contract
Restrictive Legends. To the extent applicable, each Each certificate evidencing representing any of the Warrant Shares Securities shall be endorsed with bear substantially the following legends set forth below, and Holder covenants that, except (in addition to any legends required under applicable securities laws). In the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities ActCase of All Securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED (THE “BLUE SKY” OR "SECURITIES LAWS OF ANY STATE AND ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGEDASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, HYPOTHECATEDTRANSFER, DISTRIBUTED ASSIGNMENT OR OTHERWISE DISPOSED HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY RECEIVES AN OPINION OF COUNSEL AT SATISFACTORY TO THE HOLDER’S SOLE COST AND EXPENSE STATING COMPANY THAT SUCH OFFERREGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS EXEMPT BOUND BY THE TERMS OF A UNIT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNS.”COMPANY)
Appears in 1 contract
Samples: Unit Purchase Agreement (Nexmed Inc)
Restrictive Legends. To All certificates representing the extent applicable, each certificate evidencing any of Founders’ Securities and the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived Sponsors’ Warrants purchased by the Company, Holder Buyers hereunder shall not transfer have endorsed thereon legends in substantially the Warrant Shares without complying with following forms (in addition to any other legend which may be required by other agreements between the restrictions on transfer described in such legends:parties hereto):
(a) The following legend under the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR 1933, AS AMENDED. THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFEREDSOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
(b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED, DONATED, ENCUMBERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLEEXCEPT IN ACCORDANCE WITH THAT CERTAIN SECURITIES ASSIGNMENT AGREEMENT DATED AS OF ________, 2008, THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF ________, 2008 AND IF AN EXEMPTION IS AVAILABLETHAT CERTAIN WARRANT AGREEMENT DATED AS OF ________, THE COMPANY RECEIVES AN OPINION 2008, COPIES OF COUNSEL WHICH ARE AVAILABLE FOR INSPECTION AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM OFFICES OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSCOMPANY.”
(c) Any legend required by appropriate blue sky officials.
Appears in 1 contract
Samples: Securities Purchase Agreement (BPW Acquisition Corp.)
Restrictive Legends. To the extent applicable, each certificate evidencing any of the Warrant Certificates representing Shares shall be endorsed with bear the following legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the giving notice of restrictions on transfer described in such legendsas follows:
(a) The following legend under the Securities Act: “9.1. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED IN A TRANSACTION WHICH WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE AND MAY ISSUER SHALL NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, (B) THE COMPANY RECEIVES ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING SATISFACTORY TO IT THAT SUCH OFFER, REGISTRATION IS NOT REQUIRED.
9.2. THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION ENCUMBRANCE OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS EXEMPT FROM RESTRICTED BY THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS PROVISIONS OF SUCH ACT AND OTHER LAWSA NON-QUALIFIED STOCK OPTION AGREEMENT DATED THE ______________, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE.
9.3. THE RESTRICTIONS CONTAINED HEREIN ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSAny other legends required by applicable state securities laws, as determined by the Company and its counsel.”
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Protalex Inc)
Restrictive Legends. To In order to reflect the extent applicable, each certificate evidencing any restrictions on disposition of the Warrant MKHD Shares, the stock certificates for the MKHD Shares shall will be endorsed with restrictive legends, including the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such following legends:
(ai) The following legend under the Securities Act: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERREDOFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED HYPOTHECATED OR OTHERWISE DISPOSED OF TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, THE COMPANY ISSUER RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE SATISFACTORY TO IT STATING THAT SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION SALE OR OTHER DISPOSITION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER STATE SECURTIES LAWS. .
(ii) THE RESTRICTIONS CONTAINED HEREIN SHARES REPRESENTED BY THIS CERTIFICATE ARE BINDING ON SUBJECT TO THE TERMS AND CONDITIONS OF A COMMON STOCK SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER HEREOF OF THE SECURITIES EVIDENCED HEREBY (OR SUCH HOLDERS PREDECESSOR IN COMPANY) AND ITS SUCCESSORS AND PERMITTED ASSIGNSTHE ISSUER'S BYLAWS.”
(iii) Any other legends required by state securities laws.
Appears in 1 contract
Samples: Share Exchange Agreement (Mount Knowledge Holdings, Inc.)
Restrictive Legends. To Each certificate evidencing the extent applicableSecurities shall bear a legend in substantially the following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITIES PURCHASE AND NOTE AGREEMENT DATED AS OF ____________, 2007, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF AMEN AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF AMEN. SUCH AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON SALE, TRANSFER, OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE." In addition, unless counsel to Amen shall have advised Amen that such legend is no longer needed, each certificate evidencing any of the Warrant Shares shall be endorsed with the legends set forth below, and Holder covenants that, except to the extent such restrictions are waived by the Company, Holder shall not transfer the Warrant Shares without complying with the restrictions on transfer described in such legends:
(a) The following legend under the Securities Actshall bear a legend in substantially the following form: “"THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE “BLUE SKY” OR SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE, AND IF AN EXEMPTION IS AVAILABLE, IN THE COMPANY RECEIVES AN OPINION OF COUNSEL AT THE HOLDER’S SOLE COST AND EXPENSE STATING THAT REASONABLY SATISFACTORY TO AMEN SUCH OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, DISTRIBUTION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OTHER LAWS. THE RESTRICTIONS CONTAINED HEREIN QUALIFICATION ARE BINDING ON THE HOLDER HEREOF AND ITS SUCCESSORS AND PERMITTED ASSIGNSNOT REQUIRED.”"
Appears in 1 contract
Samples: Securities Purchase and Note Agreement (Amen Properties Inc)