Securities Law Legends. Buyer agrees and understands that the Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other Administrative Authority and that the Shares may be sold or disposed of only in one or more transactions (i) registered under the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority or (ii) as to which an exemption from the registration requirements of the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority is available. Buyer acknowledges and agrees that no person has any right to require Aon or the Company to cause the registration of any of the Shares. The certificates representing the Shares shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities laws or the laws of any other Administrative Authority: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
Securities Law Legends. Any transfer or sale of the Shares is further subject to all restrictions on transfer imposed by state or federal securities laws. Accordingly, it is understood and agreed that the certificates representing the Shares shall bear any legends required by such state or federal securities laws.
Securities Law Legends. Each instrument representing the Preferred Shares or the Conversion Shares may be endorsed with the following or similar legends:
(a) The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, assigned or hypothecated unless there is an effective registration statement under such act covering such securities, [the sale is made in accordance with Rule 144 under such Act,] or the Company receives an opinion of counsel for the holder of these securities reasonably satisfactory to the Company, stating that such sale, transfer, assignment or hypothecation is exempt from the registration and prospectus delivery requirements of such act. (The bracketed language, regarding Rule 144, is not and is not expected to become applicable to the Preferred Shares and will not appear in the legend on any instrument representing Preferred Shares.)
(b) Any other legend required by Georgia or other state securities laws. The Company need not register a transfer of legended securities, and may also instruct its transfer agent not to register the transfer of such securities, unless one of the conditions specified in each of the foregoing legends is satisfied.
Securities Law Legends. Buyer agrees and ---------------------- understands that the Newco Brazil Shares have not been, and will not be, registered under the securities laws of any state or country and that the Newco Brazil Shares may be sold or disposed of only in one or more transactions registered under applicable securities laws or as to which an exemption from the registration requirements of applicable securities laws is available. Buyer acknowledges and agrees that no person has any right to require Sellers to cause the registration of any of the Newco Brazil Shares. The certificates representing the Newco Brazil Shares shall contain a legend to such effect.
Securities Law Legends. Buyer agrees and understands that the Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state and that the Shares may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities laws is available. Buyer acknowledges and agrees that no Person has any right to require Seller to cause the registration of any of the Shares. The certificates, if any, representing the Shares shall contain a legend substantially similar to the following and other legends necessary or appropriate under applicable state securities laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
Securities Law Legends. Buyer agrees and understands that the Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other Administrative Authority and that the Shares may be sold or disposed of only in one or more transactions (a) registered under the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority or (b) as to which an exemption from the registration requirements of the Securities Act, applicable state securities laws and/or the laws of any other applicable Administrative Authority is available. Buyer acknowledges and agrees that no person has any right to require Seller or the Company to cause the registration of any of the Shares.
Securities Law Legends. 42 Section 8.8 Waiver by Sellers........................................................... 42 Section 8.9 Sellers' Continuing Responsibility.......................................... 43 Section 8.10 Reinsurance Premiums....................................................... 43
Securities Law Legends. Each certificate representing the Shares shall be endorsed with the following legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN LIMITATIONS AND RESTRICTIONS SET FORTH IN THAT CERTAIN STOCK PURCHASE AGREEMENT AMONG THE COMPANY AND GREATER HOUSTON PHYSICIANS’ MEDICAL ASSOCIATION, P.L.L.C., A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE PRINCIPAL OFFICES OF THE COMPANY. SUCH LIMITATIONS AND RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT, OR (II) PURSUANT TO AN OPINION OF COUNSEL, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER, OR DISTRIBUTION.”
Securities Law Legends. 66 SECTION 7.11 Advise of Changes................................67 SECTION 7.12
Securities Law Legends. 54 Section 7.5 Insurance; Risk of Loss....................................................... 54 Section 7.6 Consents...................................................................... 55 Section 7.7 Fees and Expenses............................................................. 55 Section 7.8 Gift Cards, Etc; Return Policies.............................................. 55 Section 7.9 HIPAA Confidentiality......................................................... 56 Section 7.10 Non-Solicitation of Employees................................................ 56 Section 7.11 Certain Litigation........................................................... 57 Section 7.12 Supplemental Quarterly Financial Statements.................................. 57
