SECURITIES LEGENDS. The certificates evidencing the UniCapital Stock to be received by the Stockholders hereunder will bear a legend substantially in the form set forth below and containing such other information as UniCapital may deem appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT AND ANY STATE SECURITIES OR BLUE SKY LAWS, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. In addition, such certificates shall also bear (a) a legend reflecting the restrictions contained in Article 16 and (b) such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state.
SECURITIES LEGENDS. The certificate or certificates evidencing the shares of UniCapital Stock to be delivered to the Stockholders in the Merger will bear restrictive legends substantially in the following forms: THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED PURSUANT TO A REGISTRATION STATEMENT COVERING THE TRANSFER OF SUCH SHARES OR A VALID EXEMPTION FROM REGISTRATION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL HOLDING PERIOD EXPIRING ON ***, PURSUANT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 27, 1998, AMONG THE ISSUER AND THE STOCKHOLDERS OF UNITED STATES TURBINE ENGINE CORP., A CONNECTICUT CORPORATION. PRIOR TO THE EXPIRATION OF SUCH HOLDING PERIOD, SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) WHEN THE HOLDING PERIOD HAS EXPIRED. *** The certificates issued in payment of the Closing Date Consideration will read "July 27, 1999." The certificates issued in payment of the Earn-Out Consideration will recite the date that is one year from the determination of the Earn-Out Consideration. In addition, such certificates shall also bear such other legends as counsel for UniCapital reasonably determines are required under the applicable laws of any state. Notwithstanding the foregoing, the certificate or certificates evidencing the Unrestricted Shares shall bear only the restrictive legend contained in the first bolded paragraph above.
SECURITIES LEGENDS. 40 19. GENERAL ................................................................ 41 19.1 Cooperation ...................................................... 41 19.2
SECURITIES LEGENDS. The certificate evidencing the Stock will be imprinted with legends as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR THE PURCHASER’S OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (2) QUALIFICATION OF SUCH SALE OR DISPOSITION UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE TRANSFER OF THESE SECURITIES, OR ANY PORTION THEREOF OR INTEREST THEREIN, IS RESTRICTED BY AN AGREEMENT BETWEEN THE PURCHASER AND THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE CORPORATION AND ALL PROVISIONS OF SUCH AGREEMENT ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE.
SECURITIES LEGENDS. The Purchaser understands that the Securities will bear a restrictive legend in substantially the form set out in Section 5.6(b) until such time as such securities may be sold pursuant to Rule 144 without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act.
SECURITIES LEGENDS. Seller consents to the placement of a legend on any stock certificate evidencing the Closing Delivered Securities being delivered to Seller, which legend shall be in form as follows:
(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SIMILAR STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON AN OPINION OF COUNSEL TO THE PURCHASER THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.”
(ii) If required by the authorities of any state in connection with the issuance or sale of the Closing Delivered Securities, the legend required by such state authority.
SECURITIES LEGENDS. Each certificate evidencing ownership of the Series C Shares shall be stamped or otherwise have endorsed or imprinted thereon a legend in substantially the following form, so long as applicable: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT, THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND THE SECURITIES LAWS OF ANY APPLICABLE STATE." Notwithstanding the foregoing, upon receipt by the Company of evidence and documents reasonably satisfactory to it of the termination of the requirement that all or any part of any of the foregoing legends be placed upon a certificate and upon the written request of the holders of the securities represented thereby, the Company shall issue certificates for such securities that do not bear such legend.
SECURITIES LEGENDS. All certificates representing one or more shares of Parent Common Stock deliverable to any Company Stockholder pursuant to this Agreement and in connection with the Merger and any certificates subsequently issued with respect thereto or in substitution therefor (including any shares issued or issuable in respect of any such shares upon any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change) shall bear any legend required by applicable Laws, including any federal, state, local or foreign securities Laws.
SECURITIES LEGENDS. 38- 19. GENERAL -38- 19.1 Cooperation....................................................................................................-38- 19.2 Successors and Assigns.........................................................................................-39- 19.3 Entire Agreement...............................................................................................-39- 19.4 Counterparts...................................................................................................-39- 19.5 Brokers and Agents.............................................................................................-39- 19.6 Expenses.......................................................................................................-39- 19.7 Notices........................................................................................................-39- 19.8 Governing Law..................................................................................................-40- 19.9 Exercise of Rights and Remedies................................................................................-40- 19.10 Time...........................................................................................................-40- 19.11 Reformation and Severability...................................................................................-40- 19.12 Remedies Cumulative............................................................................................-41- 19.13 Captions.......................................................................................................-41- ANNEX I CERTIFICATE OF MERGER................................................................................................. I-1 ANNEX II CALCULATION AND COMPOSITION OF CONSIDERATION..........................................................................II-1 ANNEX III EMPLOYMENT AGREEMENT.................................................................................................III-1 AGREEMENT AND PLAN OF CONTRIBUTION THIS AGREEMENT AND PLAN OF CONTRIBUTION (the "Agreement") is made as of the 4th day of August, 1997, among USA FLORAL PRODUCTS, INC., a Delaware corporation ("USFLORAL"), FT ACQUISITION CORPORATION, a Delaware corporation ("NEWCO"), FLOWER TRADING CORPORATION, a Florida corporation ("FT"), FLOWTRAD CORPORATION N.V., a Delaware corporation ("FLOWTRAD") (FT and FLOWTRAD are hereinafter collectively referred to as the "COMPANIES") and Xxxxxxx Xxxxxx, Seacross Trading, I...
SECURITIES LEGENDS. Such Shareholder hereby acknowledges that the certificates evidencing the SBI Stock to be received by him at Closing will bear a legend substantially in the form set forth below and containing such other information as SBI may deem appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT AND ANY STATE SECURITIES OR BLUE SKY LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED. In addition, such certificates shall also bear such other legends as counsel for SBI reasonably determines are required under the applicable laws of any state.
