Securities Restrictions; Legends Clause Samples
Securities Restrictions; Legends. (i) No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act.
(ii) Each certificate representing Common Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.
(iii) The Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary Transfer, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel such proposed Transfer does not require registration or qualification under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with the terms of the notice delivered to th...
Securities Restrictions; Legends. (a) The Investor acknowledges that its Lock-Up Shares have not been registered under the Securities Act and as such its Lock-Up Shares may not be transferred except pursuant to an effective Registration Statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. The Investor agrees that it will not make any Transfer at any time if such action would or would be likely to (i) constitute a violation of any securities Laws of any applicable jurisdiction or a breach of the conditions to any exemption from registration of Lock-Up Shares under any such Laws or (ii) cause the Company to become subject to the registration requirements of the U.S. Investment Company Act of 1940.
(b) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall (unless otherwise permitted by the provisions of Section 3.1(e) below) be stamped or otherwise imprinted with a legend in substantially the following form:
(c) Each certificate or other instrument evidencing the securities issued upon the transfer of any Lock-Up Shares shall bear the legend set forth above unless (a) in such opinion of counsel to the Company registration of any future transfer is not required by the applicable provisions of the Securities Act or (b) the Company shall have waived the requirement of such legends.
(d) When (i) any Lock-Up Shares are sold or otherwise Transferred pursuant to an effective Registration Statement under the Securities Act or (ii) the Investor has transferred or intends to transfer such shares pursuant to Rule 144, the Investor shall be entitled to receive from the Company, without expense to the Investor, a new certificate or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing shares of Common Stock or Class B Common Stock, as applicable, not bearing the restrictive legend set forth above.
(e) Each certificate representing Lock-Up Shares, or other instrument (including a statement issued by the registrar in connection with a book-entry system) representing Lock-Up Shares, shall during the Lock-Up Period be stamped or otherwise imprinted with a legend in substantially the following form:
(f) At the expiration of the Lock-Up Period, the Investor shall be entitled to receive from the Company, without expense and without undue delay, a new certificate or ...
Securities Restrictions; Legends. (i) No Common Shares shall be Transferred except upon the conditions specified in Section 4 and in this Section 4(f), which conditions are intended to insure compliance with the provisions of the Securities Act.
Securities Restrictions; Legends. Section 4(f) of the Stockholder Agreement is hereby amended by inserting the following at the end of such Section as new Section 4(f)(iv) and (v):
Securities Restrictions; Legends. Notwithstanding any provision to the contrary contained in this Indenture, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Company will legend the certificates representing the Common Shares if, in the opinion of counsel to the Company such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed, provided that if, at any time, in the opinion of outside counsel to the Company, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at his expense, provides the Company with evidence satisfactory in form and substance to the Company (which may include an opinion of counsel of recognized standing satisfactory to the Company) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legends. For greater certainty, should no Registration Statement be effective, the Company shall issue legended Underlying Securities in accordance with Section 3.1(c).
Securities Restrictions; Legends. (1) Each certificate representing Common Stock subject to this Agreement shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
(1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE CONSTITUENT DOCUMENTS OF THE COMPANY;
Securities Restrictions; Legends. 17 SECTION 4.