Common use of Securities Act Restrictions; Legend Clause in Contracts

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."

Appears in 2 contracts

Samples: Stockholders Agreement (Scharf Micheal J), Stockholders Agreement (Niagara Corp)

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Securities Act Restrictions; Legend. The Parent shall not register any transfer of Issuable Shares held by a party hereto Capital Stock or Rights if it has reason to believe that such transfer is being requested in violation of the registration requirements of section Section 5 of the Securities Act. Except as otherwise permitted by this AgreementSection 3.05 hereof, each certificate representing an Issuable Share held by a party hereto share of Capital 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."

Appears in 1 contract

Samples: Preferred Stockholders Agreement (World Almanac Education Group Inc)

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Securities Act Restrictions; Legend. The Parent Company 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 Section 5 of the Securities Act. Except as otherwise permitted by this AgreementSection 8.5 hereof, 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."

Appears in 1 contract

Samples: Shareholders' Agreement (Hutchinson Products Corp)

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