Common use of Stock Legend Clause in Contracts

Stock Legend. All certificates representing Shares now owned or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend in substantially the form set forth below: (a) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES MAY NOT BE PLEDGED, SOLD, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGE, SALE, TRANSFER OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

Appears in 11 contracts

Samples: Award Agreement (Nimblegen Systems Inc), Award Agreement (Nimblegen Systems Inc), Award Agreement (Nimblegen Systems Inc)

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Stock Legend. All certificates representing Shares now owned or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend in substantially the form set forth belowbelow in addition to any other appropriate legends that the Company requires: (a) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES MAY NOT BE PLEDGED, SOLD, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGE, SALE, TRANSFER OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

Appears in 6 contracts

Samples: Nonstatutory Stock Option Agreement (Cellular Dynamics International, Inc.), Nonstatutory Stock Option Agreement (Cellular Dynamics International, Inc.), Nonstatutory Stock Option Agreement (Cellular Dynamics International, Inc.)

Stock Legend. All The stock certificates representing Shares now owned the Class B Stock shall contain the following legend, in addition to any other legends deemed appropriate or hereafter acquired necessary by a party to this Agreement or their transferee(sthe Company: THIS CERTIFICATE IS TRANSFERABLE ONLY UPON (I) shall bear a legend in substantially the form set forth below: COMPLIANCE WITH AND SUBJECT TO THE PROVISIONS OF THE PUT/CALL OPTION AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. AND THE STOCKHOLDERS SIGNATORIES THERETO, AND (aII) THE SHARES PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER WITHOUT SUCH COMPLIANCE AND APPROVAL SHALL BE VOID AND OF NO EFFECT. A COPY OF THE PUT/CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. THE SHARE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES LAW AND MAY NOT BE PLEDGED, SOLD, SOLD OR OTHERWISE TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF WITHOUT SUCH REGISTRATION OR UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING ITS COUNSEL THAT SUCH PLEDGE, SALE, TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

Appears in 3 contracts

Samples: Put/Call Option Agreement, Put/Call Option Agreement (Team Inc), Put/Call Option Agreement (Team Inc)

Stock Legend. All On the date of the Closing, BTG shall cause the certificates representing evidencing the Optioned Shares now owned or hereafter acquired by a party to this Agreement or their transferee(s) be tendered to GTSI's transfer agent, First Union National Bank, which shall bear a legend issue to BTG stock certificates of the same denomination in substantially exchange therefor bearing the form set forth below: (a) following modified legends: "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STANDSTILL AGREEMENT DATED FEBRUARY 12, 1998 BY AND BETWEEN THE CORPORATION AND BTG, INC. AND MAY NOT BE PLEDGED, SOLD, TRANSFERRED OR HYPOTHECATED EXCEPT IN COMPLIANCE THEREWITH. THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGETERMS OF A STOCK TRANSFER AGREEMENT DATED FEBRUARY 10, SALE1999 BY AND BETWEEN BTG, TRANSFER OR HYPOTHECATION IS EXEMPT FROM INC., AND THE REGISTRATION REQUIREMENTS OF SAID ACT CORPORATION AND ANY APPLICABLE STATE SECURITIES LAWMAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

Appears in 2 contracts

Samples: Stock Transfer Agreement (Government Technology Services Inc), Stock Transfer Agreement (BTG Inc /Va/)

Stock Legend. All certificates representing Shares now owned or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend in substantially The Seller hereby agrees with the form set forth belowBuyer as follows: (a) The certificates evidencing the Shares issued to the Seller, and each certificate issued in transfer thereof, will bear the following or similar legend: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW. SUCH SHARES MAY NOT BE PLEDGED, SOLD, TRANSFERRED LAWS OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES (2) PURSUANT TO AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGE, SALE, TRANSFER OR HYPOTHECATION IS EXEMPT AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWLAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

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Stock Legend. All certificates representing Shares now owned or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend in substantially the form set forth below: (a) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. . (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES MAY NOT BE PLEDGED, SOLD, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGE, SALE, TRANSFER OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

Appears in 1 contract

Samples: Stockholder Agreement (Nimblegen Systems Inc)

Stock Legend. All The parties hereto acknowledge that the certificates representing Shares now owned the Response Stock and all other Common Stock issued hereunder shall be stamped or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend otherwise imprinted with legends substantially in substantially the form set forth below: (a) following form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN THE ORIGINAL HOLDER OF THE SHARES AND THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 UNITED STATES FEDERAL OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES LAWS AND MAY NOT BE PLEDGEDOFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR HYPOTHECATED ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE ABSENCE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT STATING THAT SUCH PLEDGE, SALE, PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR HYPOTHECATION ASSIGNMENT." "THE TRANSFER AGENT UPON PRESENTATION OF THE SECURITIES REPRESENTED HEREBY FOR TRANSFER, IS EXEMPT FROM REQUESTED TO NOTIFY THE REGISTRATION REQUIREMENTS CORPORATION OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSUCH TRANSFER."

Appears in 1 contract

Samples: Stock Purchase Agreement (Response Usa Inc)

Stock Legend. All certificates representing Shares shares of Stock now owned or hereafter acquired by a party to this Agreement or their transferee(s) shall bear a legend in substantially the form set forth below: (a) THE SHARES STOCK REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFERTRANSFER AND RIGHTS OF FIRST REFUSAL, CO-SALE, AND MANDATORY SALE UPON THE HAPPENING OF CERTAIN EVENTS, AND VOTING RESTRICTIONS EVENTS AS SET FORTH IN CERTAIN AGREEMENTS BETWEEN AN AGREEMENT AMONG THE ORIGINAL HOLDER OF THE SHARES REGISTERED HOLDERS AND THE COMPANYCORPORATION, COPIES A COPY OF WHICH ARE IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYCORPORATION. (b) THE SHARES STOCK REPRESENTED BY THIS CERTIFICATE HAVE HAS BEEN ACQUIRED FOR INVESTMENT AND HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES STOCK MAY NOT BE PLEDGED, SOLD, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY REASONABLY ACCEPTABLE TO IT ITS STATING THAT SUCH PLEDGE, SALE, TRANSFER OR HYPOTHECATION HYPOTHECATED IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW.

Appears in 1 contract

Samples: Stockholder Agreement (Third Wave Technologies Inc /Wi)

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