Common use of Share Legend Clause in Contracts

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby are no longer subject to restrictions on resale under the Securities Act.

Appears in 7 contracts

Samples: Executive Employment Agreement (Capstar Broadcasting Corp), Capstar Broadcasting Partners Inc, Capstar Broadcasting Partners Inc

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Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security Security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such lawssaid Act. The offering of this security Security has not been reviewed or approved by any state securities administrator. ." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and (who may be an employee of such holder) reasonably acceptable satisfactory to the Company, the securities represented thereby are no longer subject to restrictions on resale under the Securities Act.

Appears in 4 contracts

Samples: Florsheim Group Inc, Florsheim Group Inc, Dti Holdings Inc

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction 1933 and may not be sold, sold or offered for sale or otherwise transferred unless registered or qualified under said Act and any applicable state securities laws or unless an exemption from such registration is available." In addition, each such certificate shall bear the Company receives an opinion legend set forth in Section 6 of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administratorStockholder Agreement. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Company, the securities represented thereby are need no longer be subject to restrictions on resale under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Mce Companies Inc), Registration Rights Agreement (Mce Companies Inc)

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. ." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby are no longer subject to restrictions on resale under the Securities Act.

Appears in 2 contracts

Samples: Capstar Broadcasting Corp, Capstar Broadcasting Corp

Share Legend. Each certificate for shares of Common Stock Shares issued upon exercise of ------------ this Warrant, unless at the time of exercise such shares Shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction and may not be offered, sold, offered for sale transferred, pledged, hypothecated or otherwise transferred unless registered or qualified disposed of except pursuant to (i) an effective registration statement under said the Securities Act and any applicable state securities laws or unless (ii) an exemption from the Company receives an opinion registration requirements of counsel in reasonably acceptable form the Securities Act and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any applicable state securities administratorlaws, such exemption to be evidenced by such documentation as the issuer may reasonably request. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by unless the holder of such certificate shall have delivered to the Company an opinion of counsel, in writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby are need no longer be subject to restrictions on resale under the Securities ActAct or any state securities laws.

Appears in 1 contract

Samples: Telemonde Inc

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. This security is subject to a Stockholders Agreement, dated as of [CLOSING DATE], 1996, between the Company and the other parties listed therein, copies of which are on file with the Company and will be furnished upon written request and without charge." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby are no longer subject to restrictions on resale under the Securities Act.

Appears in 1 contract

Samples: Executive Employment Agreement (H R Window Supply Inc)

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction 1933 and may not be sold, sold or offered for sale or otherwise transferred unless registered or qualified under said Act and any applicable state securities laws or unless an exemption from such registration is available. This security is also subject to and has the Company receives an opinion benefit of counsel in reasonably acceptable form a Registration Rights Agreement dated as of October 27, 1999 between Rite Aid Corporation and scope reasonably satisfactory to the Company that registrationX.X. Xxxxxx Ventures Corporation, qualification or other such actions copies of which are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. on file with Rite Aid Corporation." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Company, the securities represented thereby are need no longer be subject to restrictions on resale under the Securities Act.

Appears in 1 contract

Samples: Rite Aid Corp

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Share Legend. Each certificate for shares of Common Stock Shares issued upon exercise ------------ of this Warrant, unless at the time of exercise such shares Shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction and may not be offered, sold, offered for sale transferred, pledged, hypothecated or otherwise transferred unless registered or qualified disposed of except pursuant to (i) an effective registration statement under said the Securities Act and any applicable state securities laws or unless (ii) an exemption from the Company receives an opinion registration requirements of counsel in reasonably acceptable form the Securities Act and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any applicable state securities administratorlaws, such exemption to be evidenced by such documentation as the issuer may reasonably request. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by unless the holder of such certificate shall have delivered to the Company an opinion of counsel, in writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby are need no longer be subject to restrictions on resale under the Securities ActAct or any state securities laws.

Appears in 1 contract

Samples: Telemonde Inc

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, and must be held indefinitely unless subsequently registered under said Act or under the securities laws of any state or other jurisdiction and an exemption from such registration is available. This security may not be sold, offered for sale pledged, hypothecated or otherwise transferred unless such sale, pledge, hypothecation or other disposition shall have been registered or qualified under said Act and applicable state securities laws act or unless the Company receives such disposition is made in reliance upon an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required exemption from registration under any such laws. The offering of this security has not been reviewed or approved by any state securities administratorsaid act. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities ActAct covering such Shares) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the CompanyCompany (who may be an employee of such holder), the securities represented thereby are need no longer be subject to restrictions on resale under the Securities Act.

Appears in 1 contract

Samples: Axsys Technologies Inc

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction 1933 and may not be sold, sold or offered for sale or otherwise transferred unless registered or qualified under said Act and any applicable state securities laws or unless an exemption from such registration is available. This security is also subject to and has the benefit of a Registration Rights Agreement dated as of January 15, 2000 between Orbital Sciences Corporation and Morgxx Xxxranty Trust Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registrationNew York, qualification or other such actions AS ADMINISTRATIVE AGENT, copies of which are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. on file with Orbital Sciences Corporation." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution offering pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Company, the securities represented thereby are need no longer be subject to restrictions on resale under the Securities Act.

Appears in 1 contract

Samples: Orbital Sciences Corp /De/

Share Legend. Each certificate for shares of Common Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction and may not be sold, offered for sale or otherwise transferred unless registered or qualified under said Act and applicable state securities laws or unless the Company receives an opinion of counsel in reasonably acceptable form and scope reasonably satisfactory to the Company that registration, qualification or other such actions are not required under any such laws. The offering of this security has not been reviewed or approved by any state securities administrator. 3 Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate and reasonably acceptable to the Company, the securities represented thereby are no longer subject to restrictions on resale under the Securities Act.

Appears in 1 contract

Samples: Capstar Broadcasting Corp

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