Common use of Stock Certificate Legends Clause in Contracts

Stock Certificate Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends: (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "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 AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE, DATED OCTOBER 31, 2007.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Prometheus Laboratories Inc), Asset Purchase and Sale Agreement (Prometheus Laboratories Inc)

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Stock Certificate Legends. The share stock certificate (whether in electronic or other form) evidencing the Shares issued hereunder shall be endorsed with the following legends: (a) 10.1 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "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 DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT1933, AS AMENDED. (b) 10.2 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S) AND TRANSFER RESTRICTIONS ON TRANSFER AS SET FORTH PROVIDED IN A THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY PURCHASER AND THE HOLDER COMPANY. SUCH RIGHT OF THIS CERTIFICATE, DATED OCTOBER 31, 2007FIRST REFUSAL AND TRANSFER RESTRICTIONS ARE BINDING UPON TRANSFEREES OF THESE SECURITIES. A COPY OF THE RESTRICTED STOCK PURCHASE AGREEMENT OF THE COMPANY MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (ARCA Biopharma, Inc.), Restricted Stock Purchase Agreement (Aerovate Therapeutics, Inc.)

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Stock Certificate Legends. The share Upon the execution of this Agreement, each certificate evidencing representing shares of Preferred Stock, Conversion Shares or the Shares issued hereunder Initial Warrants held by the Stockholders shall be endorsed by the Secretary of the Company with the following legends: (a) THE SHARES REPRESENTED BY THIS CERTIFICATE legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR UNDER THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, SO REGISTERED UNDER THOSE LAWS OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOFIF EXEMPTIONS FROM REGISTRATION ARE AVAILABLE. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THAT CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCK PURCHASE AGREEMENT BETWEEN DATED MAY 1999 BY AND AMONG THE COMPANY AND THE HOLDER STOCKHOLDER NAMED THEREIN, A COPY OF THIS CERTIFICATE, DATED OCTOBER 31, 2007WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AND WILL BE MADE AVAILABLE UPON REQUEST TO ANY STOCKHOLDER WITHOUT CHARGE."

Appears in 1 contract

Samples: Registration Rights Agreement (Chesapeake Biological Laboratories Inc)

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