Common use of Sale or Transfer of Shares; Legend Clause in Contracts

Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Each certificate representing the Shares and the Registrable Shares, and shares issued in respect of the Shares and the Registrable Shares, shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred or pledged unless and until such shares are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Appears in 5 contracts

Samples: Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc), Subscription Agreement (Omega Orthodontics Inc)

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Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Each certificate representing the Registrable Shares and (other than Registrable Shares which have been registered under the Registrable Shares, and shares issued in respect of the Shares and the Registrable Shares, Securities Act pursuant to an effective registration statement filed thereunder) shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "ACT"), or applicable state securities laws and may not be offered, sold transferred or otherwise transferred or pledged disposed of unless and until such shares are registered under the Act and such Act laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel reasonably satisfactory to the Company is obtained furnished to the Company to the effect that such registration under the Act is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, Shares at the request of the holder thereof, thereof at such time as they become registered under the Securities Act or eligible for resale pursuant to Rule 144(k) under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jeanty Roger O), Registration Rights Agreement (Lionbridge Technologies Inc /De/)

Sale or Transfer of Shares; Legend. (a) The Registrable Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Common Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Each certificate representing the Registrable Shares and the Registrable Shares, and shares issued in respect of the Common Shares and the Registrable Shares, shall bear a legend substantially in the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "ACT"), or applicable state securities laws and may not be offered, sold transferred or otherwise transferred or pledged disposed of unless and until such shares are registered under the Act and such Act laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel reasonably satisfactory to the Company is obtained furnished to the Company to the effect that such registration under the Act is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, Shares and the Registrable Common Shares at the request of the holder thereof, thereof at such time as they become registered under the Securities Act or eligible for resale pursuant to Rule 144(k) under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Lionbridge Technologies Inc /De/)

Sale or Transfer of Shares; Legend. (ai) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred in the United States unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (bii) Each certificate representing the Registrable Shares and the Registrable Shares, and shares issued in respect of the Shares and the Registrable Shares, shall bear a legend substantially in the following form: "The shares Shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be offered, sold or otherwise transferred transferred, pledged or pledged hypothecated in the United States unless and until such shares are registered under such the Act or an opinion of counsel reasonably satisfactory to the Company is obtained furnished to the Company to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, Shares at the request of the holder thereof, Holder thereof at such time as they become registered under the Securities Act or eligible for or resale pursuant to Rule 144(k) under the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (Moldflow Corp)

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Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Registrable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred unless either (i) they first shall have been registered registered, under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Each certificate representing the Shares and Shares, the Registrable Shares, Shares and shares issued in respect of the Shares and the Registrable Shares, Shares shall bear a legend substantially in the following form: "β€œThe shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred transferred, pledged or pledged hypothecated unless and until such shares are registered under such Act or an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required." ” The foregoing legend shall be removed from the certificates representing any Registrable Shares, Shares at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (GTC Biotherapeutics Inc)

Sale or Transfer of Shares; Legend. (a) The Shares and the Registerable Shares and shares issued in respect of the Shares or the Registrable Shares shall not be sold or transferred in the United States unless either (i) they first shall have been registered under the Securities Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (b) Each certificate representing the Registrable Shares and the Registrable Shares, and shares issued in respect of the Shares and the Registrable Shares, shall bear a legend substantially in the following form: "The shares Shares represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be offered, sold or otherwise transferred transferred, pledged or pledged hypothecated in the United States unless and until such shares are registered under such the Act or an opinion of counsel reasonably satisfactory to the Company is obtained furnished to the Company to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Registrable Shares, Shares at the request of the holder thereof, Holder thereof at such time as they become registered under the Securities Act or eligible for or resale pursuant to Rule 144(k) under the Securities Act.

Appears in 1 contract

Samples: Shareholder Agreement (Moldflow Corp)

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