Common use of SECURITIES LAWS TRANSFER RESTRICTIONS, LEGENDS Clause in Contracts

SECURITIES LAWS TRANSFER RESTRICTIONS, LEGENDS. (a) No Stockholder shall sell, assign, pledge, transfer or otherwise dispose or encumber any of those Merger Shares received by it, except (i) pursuant to the Stockholder Registration Statement or other effective registration statement under the Securities Act, (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by LeukoSite, upon delivery by such Stockholder of an opinion of counsel of such Stockholder reasonably satisfactory to LeukoSite to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities law or (iii) pursuant to the resale provisions of Rule 144 (or any similar rule or regulation). Any transfer or purported transfer in violation of this Section 6.7(a) shall be voidable by LeukoSite. LeukoSite shall not be required or obligated to register any transfer of the Merger Shares in violation of this Section 6.7(a). LeukoSite may, and may instruct any transfer agent for LeukoSite Stock, to place such stop transfer orders as may be required on the transfer books of LeukoSite in order to ensure compliance with the provisions of this Section 6.7(a). (b) To the extent applicable, each certificate or other document evidencing any of the Merger Shares shall be endorsed with the legend set forth below, and each Stockholder covenants that, except to the extent such restrictions are waived by LeukoSite, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legends endorsed on such certificate: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISED DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLE SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT OR (III) PURSUANT TO THE RESALE PROVISIONS OF RULE 144."

SECURITIES LAWS TRANSFER RESTRICTIONS, LEGENDS. (a) No Stockholder Note Holder shall sell, assign, pledge, transfer or otherwise dispose or encumber any of those Merger Payment Shares received by it, except (i) pursuant to the Stockholder Registration Statement or other effective registration statement under the Securities Act, (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by LeukoSite, upon delivery by such Stockholder Note Holder of an opinion of counsel of such Stockholder Note Holder reasonably satisfactory to LeukoSite to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities law or (iii) pursuant to the resale provisions of Rule 144 (or any similar rule or regulation). Any transfer or purported transfer in violation of this Section 6.7(a) shall be voidable by LeukoSite. LeukoSite shall not be required or obligated to register any transfer of the Merger Payment Shares in violation of this Section 6.7(a). LeukoSite may, and may instruct any transfer agent for LeukoSite Common Stock, to place such stop transfer orders as may be required on the transfer books of LeukoSite in order to ensure compliance with the provisions of this Section 6.7(a). (b) To the extent applicable, each certificate or other document evidencing any of the Merger Payment Shares shall be endorsed with the legend set forth below, and each Stockholder Note Holder covenants that, except to the extent such restrictions are waived by LeukoSite, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legends endorsed on such certificate: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISED OTHERWISE DISPOSED OF EXCEPT EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLE REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT OR (III) PURSUANT TO THE RESALE PROVISIONS OF RULE 144."