Common use of Stock Transfer Restrictions Clause in Contracts

Stock Transfer Restrictions. (i) Each shareholder is aware that it must bear the full economic risk of an investment in the Shares of CENTREX for an indefinite period of time, because the transaction in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder further understands that only CENTREX can take action to register the Shares, and the cost of registration is prohibitive. (ii) A legend will be placed on the certificates representing the common stock of CENTREX in substantially the following form: NOTICE OF TRANSFER RESTRICTIONS The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shares may not be sold, transferred, pledged or otherwise disposed of without the receipt of an opinion of counsel acceptable to CENTREX that no such registration is required. (iii) Stop transfer instructions have been placed in CENTREX's transfer records with respect to the Shares to insure that any transfer or disposition thereof is in full compliance with applicable law. Each shareholder agrees that CENTREX may refuse or delay transfer of the Shares or impose other restrictions on the transfer of the Shares if CENTREX is not satisfied that the transfer is lawful. However, CENTREX acknowledges and agrees that this determination must be made within a reasonable time; and if CENTREX finds the transfer is satisfactory and permitted by applicable law, CENTREX will not refuse or delay the transfer.

Appears in 3 contracts

Samples: Merger Agreement (Centrex Inc), Merger Agreement (Centrex Inc), Merger Agreement (Centrex Inc)

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Stock Transfer Restrictions. (i) Each shareholder It is aware that it must bear the full economic risk of an investment in the Shares of CENTREX LEXON for an indefinite period of time, because the transaction in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder It further understands that only CENTREX LEXON can take action to register the Shares, and the cost of registration is prohibitive. (ii) A legend will be placed on the certificates representing the common stock of CENTREX LEXON in substantially the following form: NOTICE OF TRANSFER RESTRICTIONS The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shares may not be sold, transferred, pledged or otherwise disposed of without the receipt of an opinion of counsel acceptable to CENTREX LEXON that no such registration is required. (iii) Stop transfer instructions have been placed in CENTREXLEXON's transfer records with respect to the Shares to insure that any transfer or disposition thereof is in full compliance with applicable law. Each shareholder It agrees that CENTREX LEXON may refuse or delay transfer of the Shares or impose other restrictions on the transfer of the Shares if CENTREX LEXON is not satisfied that the transfer is lawful. However, CENTREX LEXON acknowledges and agrees that this determination must be made within a reasonable time; and if CENTREX LEXON finds the transfer is satisfactory and permitted by applicable law, CENTREX LEXON will not refuse or delay the transfer.

Appears in 2 contracts

Samples: Merger Agreement (Lexon Inc/Ok), Merger Agreement (Lexon Inc/Ok)

Stock Transfer Restrictions. (i) Each shareholder It is aware that it must bear the full economic risk of an investment in the Shares of CENTREX for an indefinite period of time, because the transaction Sequentially numbered page 158 in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder It further understands that only CENTREX can take action to register the Shares, and the cost of registration is prohibitive. (ii) A legend will be placed on the certificates representing the common stock of CENTREX in substantially the following form: NOTICE OF TRANSFER RESTRICTIONS The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shares may not be sold, transferred, pledged or otherwise disposed of without the receipt of an opinion of counsel acceptable to CENTREX that no such registration is required. (iii) Stop transfer instructions have been placed in CENTREX's transfer records with respect to the Shares to insure that any transfer or disposition thereof is in full compliance with applicable law. Each shareholder It agrees that CENTREX may refuse or delay transfer of the Shares or impose other restrictions on the transfer of the Shares if CENTREX is not satisfied that the transfer is lawful. However, CENTREX acknowledges and agrees that this determination must be made within a reasonable time; and if CENTREX finds the transfer is satisfactory and permitted by applicable law, CENTREX will not refuse or delay the transfer.

Appears in 1 contract

Samples: Merger Agreement (Centrex Inc)

Stock Transfer Restrictions. (i) Each shareholder It is aware that it must bear the full economic risk of an investment in the Shares of CENTREX for an indefinite period of time, because the transaction Sequentially numbered page 157 in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder It further understands that only CENTREX can take action to register the Shares, and the cost of registration is prohibitive. (ii) A legend will be placed on the certificates representing the common stock of CENTREX in substantially the following form: NOTICE OF TRANSFER RESTRICTIONS The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shares may not be sold, transferred, pledged or otherwise disposed of without the receipt of an opinion of counsel acceptable to CENTREX that no such registration is required. (iii) Stop transfer instructions have been placed in CENTREX's transfer records with respect to the Shares to insure that any transfer or disposition thereof is in full compliance with applicable law. Each shareholder It agrees that CENTREX may refuse or delay transfer of the Shares or impose other restrictions on the transfer of the Shares if CENTREX is not satisfied that the transfer is lawful. However, CENTREX acknowledges and agrees that this determination must be made within a reasonable time; and if CENTREX finds the transfer is satisfactory and permitted by applicable law, CENTREX will not refuse or delay the transfer.

Appears in 1 contract

Samples: Merger Agreement (Centrex Inc)

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Stock Transfer Restrictions. (i) Each shareholder It is aware that it must bear the full economic risk of an investment in the Shares of CENTREX for an indefinite period of time, because the transaction Sequentially numbered page 156 in which the Shares are being issued has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state; and, therefore, the Shares cannot be sold, pledged, transferred or otherwise disposed of unless registered under applicable securities laws or an exemption from registration is available. Each shareholder It further understands that only CENTREX can take action to register the Shares, and the cost of registration is prohibitive. (ii) A legend will be placed on the certificates representing the common stock of CENTREX in substantially the following form: NOTICE OF TRANSFER RESTRICTIONS The shares evidenced by this Certificate have been acquired for investment only and have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state. The Shares may not be sold, transferred, pledged or otherwise disposed of without the receipt of an opinion of counsel acceptable to CENTREX that no such registration is required. (iii) Stop transfer instructions have been placed in CENTREX's transfer records with respect to the Shares to insure that any transfer or disposition thereof is in full compliance with applicable law. Each shareholder It agrees that CENTREX may refuse or delay transfer of the Shares or impose other restrictions on the transfer of the Shares if CENTREX is not satisfied that the transfer is lawful. However, CENTREX acknowledges and agrees that this determination must be made within a reasonable time; and if CENTREX finds the transfer is satisfactory and permitted by applicable law, CENTREX will not refuse or delay the transfer.

Appears in 1 contract

Samples: Merger Agreement (Centrex Inc)

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