Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after the Closing Date, the Warrant issued pursuant to this Agreement, and any Warrant Shares issued upon exercise of the Warrant shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Buyer's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT PRIOR TO ANY TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED HEREBY.

Stock Restrictions. In addition to any legend imposed by applicable state or foreign securities laws or by any contract which continues in effect after the Closing Datelaws, the Warrant issued certificates for the Earn-Out Shares issuable pursuant to Section 12.4 of this Agreement, and any Warrant Shares issued upon exercise of the Warrant Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with BuyerParent's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETOCOVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSIONACT FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY CORPORATION OR ITS TRANSFER AGENT PRIOR AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES SHARES REPRESENTED HEREBYBY THIS CERTIFICATE.

Stock Restrictions. In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after The certificates representing the Closing Date, the Warrant shares of FV Common Stock issued pursuant to this Agreement, and any Warrant Shares issued upon exercise of the Warrant Agreement shall bear a restrictive legend legends (and stop transfer orders shall be placed against the transfer thereof with BuyerFV's transfer agent), stating substantially as follows: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED. THEY SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, COUNSEL FOR FIRST VIRTUAL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM SECURITIES ACT OF 1933." "THE SECURITIES AND EXCHANGE COMMISSION. SHARES REPRESENTED BY THIS CERTIFICATE MUST BE SURRENDERED ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY OR ITS CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER AGENT PRIOR TO ANY TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF ANY INTEREST IN THE SECURITIES REPRESENTED HEREBYTHESE SHARES."

Stock Restrictions. In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after The certificates representing the Closing Date, the Warrant shares of Purchaser Stock issued pursuant to this Agreement, and any Warrant Shares issued upon exercise of the Warrant Agreement shall bear a restrictive legend or legends (and stop transfer orders shall be placed against the transfer thereof with BuyerPurchaser's transfer agent), stating substantially as follows: (a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 ("THE "ACT")) AND ARE "RESTRICTED SECURITIES" AS DEFINED IN THE RULE 144 PROMULGATED UNDER THE ACT. THEY THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, SOLD OR HYPOTHECATED OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i) IN THE ABSENCE OF CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETOFOR THE SHARES UNDER THE ACT OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF COUNSEL, SATISFACTORY COUNSEL TO THE COMPANY, CORPORATION THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED UNDER THE ACTAS TO SAID SALE, OFFER OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONDISTRIBUTION." (b) Any legend required by the securities laws of any state. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT PRIOR TO ANY TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED HEREBY.3.3