Common use of Securities Law Legends Clause in Contracts

Securities Law Legends. Buyer agrees and understands that the Shares have not been, and shall 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 representing the Shares may contain a legend 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 shall will not be, registered under the Securities Act or the securities Laws 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 and Act, applicable state securities Laws 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 and Act, applicable state securities Laws 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 Aon or the Company to cause the registration of any of the Shares. The certificates representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws 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. Buyer agrees and understands that the Shares Securities have not been, and shall will not be, registered under the Securities Act or the securities Laws laws of any state and that the Shares Securities may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person Person has any right to require Seller to cause the registration of any of the SharesSecurities. The certificates certificates, if any, representing the Shares may Securities shall contain a legend substantially similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES [MEMBERSHIP INTERESTS] 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 [MEMBERSHIP INTERESTS] IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES [MEMBERSHIP INTERESTS] 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 shall will not be, registered under the Securities Act or the securities Laws 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 and Act, applicable state securities Laws 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 and Act, applicable state securities Laws 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. The certificates representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws 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. Each of Buyer agrees and understands each ITC Investor agree and understand that the Shares or the ITC Stock, as the case may be, have not been, and shall except as contemplated by the Shareholders Agreement will not be, registered under the Securities Act or the securities Laws laws of any state and that the Shares or the ITC Stock, as the case may be, may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees each ITC Investor acknowledge and agree that no person Person has any right to require Seller the Buyer or the Selling 42 Shareholders to cause the registration of any of the SharesShares or the ITC Stock, as the case may be. The certificates representing the Shares or the ITC Stock, as the case may be, shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, (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 shall upon transfer to the Buyer at Closing will not be, registered under the Securities Act or the securities Laws laws of any state or other Administrative Authority and that the Shares may be sold or disposed of only in one or more transactions registered under the Securities Act and Act, applicable state securities Laws laws or the laws of any other applicable Administrative Authority or as to which an exemption from the registration requirements of the Securities Act and Act, applicable state securities Laws laws or the laws of any other applicable Administrative Authority is available. Buyer acknowledges and agrees that no person has it does not have any right rights hereunder to require Seller Aon to cause the registration of any of the Shares. The Buyer understands that the certificates representing the Shares may delivered to it by Aon at Closing will contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws 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. Buyer agrees and understands that the Shares Securities have not been, and shall will not be, registered under the Securities Act or the securities Laws laws of any state and that the Shares Securities may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person has any right to require Seller to cause the registration of any of the SharesSecurities. The certificates representing the Shares Securities may contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES SECURITIES 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 SECURITIES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES SECURITIES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.

Securities Law Legends. Buyer agrees and understands that the Shares Securities have not been, and shall will not be, registered under the Securities Act or the securities Laws laws of any state and that the Shares Securities may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person has any right to require Seller Parent to cause the registration of any of the SharesSecurities. The certificates representing the Shares Securities may contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES SECURITIES 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 SECURITIES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES SECURITIES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.

Securities Law Legends. Buyer agrees and understands that the Shares Securities have not been, and shall will not be, registered under the Securities Act or the securities Laws laws of any state or other jurisdiction (including any foreign country), by Seller or its Affiliates and that the Shares Securities may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state and other jurisdiction (including any foreign country) securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and applicable state and other jurisdiction (including any foreign country) securities Laws laws is available. Buyer acknowledges and agrees that that, to its Knowledge, no person Person has any right to require Seller or any Selling Entity to cause the registration of any of the SharesSecurities under any securities laws. The certificates certificates, if any, representing the Shares may Securities shall to the extent required by Requirements of Law contain a legend substantially similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"ACT”") OR ANY STATE OR OTHER JURISDICTION (INCLUDING ANY FOREIGN COUNTRY) SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE OR OTHER JURISDICTION (INCLUDING ANY FOREIGN COUNTRY) SECURITIES LAWS WITH RESPECT TO SUCH SHARES SECURITIES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES SECURITIES 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 shall will not be, registered under the Securities Act or the securities Laws 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 and Act, applicable state securities Laws 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 and Act, applicable state securities Laws 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 Aon or the Companies to cause the registration of any of the Shares. The certificates representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws 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. Buyer agrees and understands that the Shares have not been, and shall will not be, registered under the Securities Act or the securities Laws 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 laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person has any right to require Seller the Sellers to cause the registration of any of the Shares. The certificates representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: 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 shall will not be, registered under the Securities Act or the securities Laws 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 laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person Person has any right to require Seller to cause the registration of any of the Shares. The certificates certificates, if any, representing the Shares may shall contain a legend substantially similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: 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 The Purchaser agrees and understands that the Shares Interests have not been, and shall will not be, registered under the Securities Act or the securities Laws 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 availableInterests. Buyer The Purchaser acknowledges and agrees that no person Person has any right to require Seller Parent to cause the registration of any of the SharesInterests. The Any certificates representing the Shares may Interests shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: "THE SHARES MEMBERSHIP INTERESTS 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 MEMBERSHIP INTERESTS IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MEMBERSHIP INTERESTS 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 shall will not be, registered under the Securities Act or the securities Laws 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 laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws laws is available. Buyer acknowledges and agrees that no person Person has any right to require Seller to cause the registration of any of the Shares. The certificates certificates, if any, representing the Shares may shall contain a legend substantially similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: 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 shall will not be, registered under the Securities Act or the securities Laws laws of any state or foreign jurisdiction and that the Shares may be sold or disposed of only in one or more transactions registered under the Securities Act and all applicable state securities Laws laws or as to which an exemption from the registration requirements of the Securities Act and all applicable state securities Laws 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 representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Lawslaws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE OR FOREIGN 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 IN COMPLIANCE WITH THE ACT AND SUCH LAWS.

Securities Law Legends. Buyer agrees The Buyers agree and understands understand that the Shares have not been, and shall will not be, registered under the Securities Act or the securities Laws laws of any state or to securities laws of any province or territory of Canada (collectively, “Securities Laws”) 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 Securities Laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Securities Laws is available. Buyer acknowledges The Buyers acknowledge and agrees agree that no person has any right to require Seller any of the Companies or the Selling Stockholders to cause the registration of any of the Shares. The certificates representing the Shares may shall contain a legend similar to the following and other legends necessary or appropriate under applicable state securities 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.