SECURITIES ACT RESTRICTIONS; LEGEND Clause Samples
The 'Securities Act Restrictions; Legend' clause defines the limitations imposed on the transfer or resale of securities to ensure compliance with applicable securities laws, particularly the U.S. Securities Act of 1933. In practice, this clause typically requires that any certificates or records representing the securities bear a legend indicating that the securities are subject to restrictions and cannot be transferred unless certain legal conditions are met, such as registration or an available exemption. Its core function is to prevent unauthorized or illegal transfers of securities, thereby protecting both the issuer and investors from potential regulatory violations.
SECURITIES ACT RESTRICTIONS; LEGEND. The Parent shall not register any transfer of Issuable Shares held by a party hereto if it has reason to believe that such transfer is being requested in violation of the registration requirements of section 5 of the Securities Act. Except as otherwise permitted by this Agreement, each certificate representing an Issuable Share held by a party hereto shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT."
SECURITIES ACT RESTRICTIONS; LEGEND. 5 Termination of Various Provisions of this Agreement. . . . . . . . . . . . . . . . . . . . . 16 4.6 Parent Activities and Changes in Capital Structure. . . . . . . . . . . . . . . . . . . . . 17 4.7
SECURITIES ACT RESTRICTIONS; LEGEND. The Company shall not register any transfer of Issuable Units if it has reason to believe that such transfer is being requested in violation of the registration requirements of Section 5 of the Securities Act. Except as otherwise permitted by Section 7.6 hereof, each certificate, if any, representing an Issuable Unit shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT."
SECURITIES ACT RESTRICTIONS; LEGEND. The Parent shall not register any transfer of Purchaser Shares if it has reason to believe that such transfer is being requested in violation of the registration requirements of section 5 of the Securities Act. Each certificate representing a Registrable Securities prior to the effectiveness of the Shelf Registration shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT." At any time on or after December 31, 2000 or, if a Change in Control shall have happened prior to such date, on the later of the Shelf Effective Date and the date of such Change in Control, each holder of Purchaser Shares shall be entitled to receive from the Parent, in exchange for any certificate representing Purchaser Shares and bearing such legend, a replacement certificate not bearing such legend, without any charge to such holder.
SECURITIES ACT RESTRICTIONS; LEGEND. (a) The Shares to be issued by the Company to the Shareholders have not been registered under the Securities Act of 1933, as amended (the "Act") and are being sold and issued in reliance upon exemption from registration provided by Section 4(2) of the Act and applicable exemptions provided under relevant state securities laws and regulations. The Company is under no obligation to register such securities
SECURITIES ACT RESTRICTIONS; LEGEND. WRC shall not register any transfer of Common Stock or Rights if it has reason to believe that such transfer is being requested in violation of the registration requirements of Section 5 of the Securities Act. Except as otherwise permitted by Section 4.05 hereof, each certificate representing a share of Common Stock or a Right shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.”
SECURITIES ACT RESTRICTIONS; LEGEND. (a) The Shares to be issued by the Company to the Shareholders have not been registered under the Securities Act of 1933, as amended (the "Act") and are being sold and issued in reliance upon exemption from registration provided by Section 4(2) of the Act and applicable exemptions provided under relevant state securities laws and regulations. The Company is under no obligation to register such securities under the Act. In view of the foregoing (and assuming that the Shares are not subsequently registered under the Act), the Shareholders will have to bear the economic risk of their investment for an indefinite period of time, unless such Shares are sold or otherwise transferred in a transaction permitted by this Agreement in connection with which an exemption from such registration under the Act is available.
(b) Each certificate evidencing the Shares shall bear the following legend: "The Shares represented by this Certificate have not been registered under the Securities Act of 1933 or any applicable state securities laws and may not be offered, sold, pledged, transferred or otherwise disposed of except pursuant to an effective registration statement under such Act and compliance with any such applicable state securities laws, unless an the issuer is provided with an opinion of counsel, satisfactory to the issuer, that such disposition may be made without such registration."
SECURITIES ACT RESTRICTIONS; LEGEND. Except as otherwise. permitted by Section 9.5, each certificate representing a Warrant Share shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT."