Securities Laws; Legends. (a) Each Purchaser acknowledges and agrees that, as of the date hereof, the Securities have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available, or in accordance with the Registration Rights Agreement. Each Purchaser acknowledges that, except as provided in Registration Rights Agreement, such Purchaser has no right to require the Company to register the Securities. Each Purchaser further acknowledges and agrees that any certificate or evidence of book-entry notation for the Securities shall bear a legend substantially as set forth in Section 8.2(b) or Section 8.2(c), as applicable (and any shares evidenced in book entry form shall contain appropriate comparable notation and reflect related stop transfer instructions).
(b) Any book-entries for the Common Shares shall bear 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 (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXCEPTIONS SPECIFIED HEREIN, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
(c) Any Warrant shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXCEPTIONS SPECIFIED HEREIN, AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
(d) When issued pursuant hereto, the Securities shall also bear any legend required by any applicable state blue sky law.
(e) The legends described in this Section 8.2 may be removed from the Secu...
Securities Laws; Legends. Purchaser acknowledges and agrees that as of the date hereof Purchased ADSs have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. Purchaser acknowledges that it has no right to require the Company to register Purchased ADSs.
Securities Laws; Legends. (a) Each Purchaser acknowledges and agrees that as of the date hereof none of the Purchased Securities have been or will be registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws is available. Each Purchaser acknowledges that, except as provided in the Ancillary Documents, it has no right to require the Company to register the Purchased Securities. Each Purchaser further acknowledges and agrees that each certificate for the Purchased Securities shall bear a legend substantially as set forth in paragraph (b) of this Section 6.08.
(b) Certificates for the Purchased Securities shall bear legends in substantially the following form:
(c) When issued pursuant hereto, the certificates evidencing the Purchased Securities shall also bear any legend required by any applicable state blue sky law.
(d) Any holder of Purchased Securities may request the Company to remove any or all of the legends described in this Section 6.08 from the certificates evidencing such Purchased Securities by submitting to the Company such certificates, together with an opinion of counsel reasonably satisfactory to the Company to the effect that such legend or legends are no longer required under the Securities Act or applicable state laws, as the case may be.
Securities Laws; Legends. (a) Purchaser acknowledges and agrees that as of the date hereof Purchased Securities have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. Purchaser acknowledges that it has no right to require the Company to register Purchased Securities. Purchaser further acknowledges and agrees that any certificate for the Purchased Common Shares shall bear a legend substantially as set forth in paragraph (b) of this Section 5.4 (and any Purchased Common Shares evidenced in book entry form shall contain appropriate comparable notation and reflect related stop transfer instructions).
(b) Any certificates for the Purchased Common Shares shall bear a legend in substantially the following form:
Securities Laws; Legends. (a) The Purchaser acknowledges and agrees that the Securities have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. The Purchaser acknowledges that, except as provided in the Investor Rights Agreement, the Purchaser has no right to require the Company to register the Securities. The Purchaser further acknowledges and agrees that any certificate or evidence of book-entry notation for the Securities shall bear a legend substantially as set forth in paragraph (b) of this Section 4.08 (and any shares evidenced in book entry form shall contain appropriate comparable notation and reflect related stop transfer instructions).
(b) Any certificates for the Securities shall bear a legend in substantially the following form:
(c) When issued pursuant hereto, the certificates evidencing the Securities shall also bear any legend required by any applicable state blue sky law.
(d) Any holder of Securities may request the Company to remove any or all of the legends described in this Section 4.08 from the certificates evidencing such Securities by submitting to the Company such certificates, and, in the case of the legend relating to restrictions on transfer under the Securities Act or applicable state laws, together with an opinion of counsel, to the effect that such legend or legends are no longer required under the Securities Act or applicable state laws, as the case may be. Following the first anniversary of the Closing Date, the Company shall, if requested, promptly remove the restrictive legend relating to restrictions on transfer in this Agreement from any certificates representing the Purchaser’s Securities.
Securities Laws; Legends. (a) The limited partner interests have been issued pursuant to a claim of exemption from the registration or qualification provisions of U.S. federal and state and non-U.S. securities laws and may not be sold or transferred without compliance with the registration or qualification provisions of applicable U.S. federal and state and non-U.S. securities laws or applicable exemptions therefrom.
(b) Certificates for any limited partner interest or interests may be issued evidencing a Limited Partner's limited partner interest. Each such certificate shall bear such legends as may be required by applicable federal or state laws, or as may be deemed necessary or appropriate by the General Partner to reflect restrictions upon transfer contemplated herein.
Securities Laws; Legends. Purchaser acknowledges and agrees that, as of the date hereof, the Shares have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act or in accordance with the Registration Rights Agreement. Furthermore, any initial certificates or book entries for the Shares shall bear a legend in substantially the following form:
Securities Laws; Legends. You acknowledge and agree that upon issuance the Company Shares will not be registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only if registered under the Securities Act or pursuant to an exemption therefrom. You acknowledge and agree that each certificate for the Company Shares shall bear a legend substantially as set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. When issued pursuant hereto, the certificates evidencing the Company Shares shall also bear any legend required by any applicable state blue sky law.
Securities Laws; Legends. (a) The Membership Units have been issued pursuant to a claim of exemption from the registration or qualification provisions of federal and state securities laws and, in addition to the other restrictions contained herein, may not be transferred without compliance with the registration or qualification provisions of applicable federal and state securities laws or applicable exemptions therefrom.
(b) If certificates evidencing any Membership Units are issued, each such certificate shall bear such legends as may be required by applicable federal or state laws, or as may be deemed necessary or appropriate by the Board to reflect restrictions upon transfer contemplated herein.
Securities Laws; Legends. Each of the parties hereto shall use commercially reasonable efforts to cause the issuance of all Shares contemplated by this Agreement to validly qualify for an exemption from the registration and prospectus delivery requirements of the Securities Act and the equivalent state “blue sky” laws.
