Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent'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 HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 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.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, In addition to any legend imposed by applicable state securities laws or by any contract that continues in effect after the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereofEffective Time, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Parent's transfer agent) 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, ASSIGNED OR HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF A CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 27, 1999,

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, In addition to any legend imposed by applicable state securities laws (including by the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunderCommissioner). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereof, the certificates representing the shares of Parent Common Stock NetChannel Series B Preferred and of NetChannel Series C Preferred issued pursuant to this Agreement or any of the Associated Agreements and any shares of NetChannel Common Stock issuable pursuant to the Russo Warrant or upxx xxnversion of the NetChannel Series B Preferred or the NetChannel Series C Preferred (collectively, all of such shares being referred to as the "NetChannel Securities") shall bear a restrictive legend legends (and stop transfer orders shall be placed against the transfer thereof with ParentNetChannel'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 AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, ASSIGNED OR HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 IN THE ABSENCE OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, UNDER SUCH ACT COVERING SUCH SECURITIES OR THE HOLDER RECEIVES AN OPINION OF COUNSEL, COUNSEL SATISFACTORY TO THE COMPANY, COMPANY STATING THAT SUCH REGISTRATION SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER EXEMPT FROM THE SECURITIES REGISTRATION AND EXCHANGE COMMISSIONPROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, In addition to any legend imposed by applicable state securities laws or by any contract that continues in effect after the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereofEffective Time, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Parent's transfer agent) 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, ASSIGNED OR HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF A CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 22, 1999, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, the ------------------ certificates representing the shares of Parent Common Stock issued pursuant In addition to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereofany legend imposed by applicable state or foreign securities laws, the certificates representing for the shares of Parent Common Closing Stock issued Consideration issuable pursuant to Article III and the Earn-Out Shares issuable pursuant to Article XII of this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent's Transferee’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 HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 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 CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereofEffective Time, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent's =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 HYPOTHE- CATED HYPOTHECATED EXCEPT IN COMPLIANCE WITH RULE 144 OR RULE 145, AS APPLICABLE, 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. Alternatively, certificates representing shares of Parent Common Stock issued in reliance on Regulation S shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED ABSENT REGISTRATION EXCEPT IN COMPLIANCE WITH REGULATION S, RULE 144, 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

Stock Restrictions. If Parent obtains a Section 3(a)(10) Permit, In addition to any legend imposed by applicable state securities laws or by any contract that continues in effect after the ------------------ certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear no restrictive legends (and no stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent) except to the extent required pursuant to the Lock-Up Agreements (as defined in Section 6.25 hereunder). If such shares of Parent Common Stock are issued in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act as set forth in Section 4(2) thereofEffective Time, the certificates representing the shares of Parent Common Stock issued pursuant to this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with the Parent's transfer agent) 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, ASSIGNED OR HYPOTHE- CATED EXCEPT IN COMPLIANCE WITH RULE 144 HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. The certificates representing shares of Parent Common Stock issued pursuant to this Agreement that are Restricted Resale Stock shall bear a restrictive legend (and stop orders shall be placed against the transfer thereof with the Parent's Transfer Agent), stating substantially as follows THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN VOLUME LIMITATIONS PURSUANT TO THE TERMS OF A CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JULY 27, 1999, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST.