Common use of Stop Transfer Instructions; Legend Clause in Contracts

Stop Transfer Instructions; Legend. Shareholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF , 1997, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INC."

Appears in 4 contracts

Samples: 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/)

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Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's ’s transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF JUNE __, 19972007, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 3 contracts

Samples: Voting Agreement (Entropic Communications Inc), Voting Agreement (Entropic Communications Inc), Voting Agreement (Entropic Communications Inc)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF AUGUST ___, 19972000, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 2 contracts

Samples: Affiliate Agreement (Exelixis Inc), Agreement and Plan of Merger and Reorganization (Agritope Inc)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's ’s transfer agent with respect to the Parent SharesSecurities, and (b) each certificate representing any of such shares securities shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF , 19972004, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 2 contracts

Samples: Affiliate Agreement (Virologic Inc), Affiliate Agreement (Virologic Inc)

Stop Transfer Instructions; Legend. Shareholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's ’s transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF MARCH 13, 19972007, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Voting Agreement (Ad.Venture Partners, Inc.)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent SharesSecurities, and (b) each certificate representing any of such shares securities shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF _______, 19972004, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF [________], 19972005, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES 1933, AS AMENDED, AND OTHER CONTRACTUAL RESTRICTIONS APPLY AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF , 1997________________, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INC."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vaxgen Inc)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF JANUARY 12, 19972000, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Affiliate Agreement (Applied Materials Inc /De)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's ’s transfer agent with respect to the Parent SharesSecurities, and (b) each certificate representing any of such shares Parent Securities shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF , 19972004, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Affiliate Agreement (Cooper Companies Inc)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's ’s transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF MAY 28, 19972010, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Lock Up Agreement (Vaxgen Inc)

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Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF , 19971998, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INC."PARADIGM

Appears in 1 contract

Samples: Merger Agreement (Paradigm Technology Inc /De/)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF MAY__, 19971999, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Form of Affiliate Agreement (Artecon Inc /De/)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) 145 OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF _____________, 19972000, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Company Affiliate Agreement (Molecular Devices Corp)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Specified Parent Shares, and (b) each certificate representing any of such shares the Specified Parent Shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF MAY 1, 19972000, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Affiliate Agreement (Clarent Corp/Ca)

Stop Transfer Instructions; Legend. Shareholder Stockholder acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-22. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF _____________, 19971999, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Affiliate Agreement (Zitel Corp)

Stop Transfer Instructions; Legend. Shareholder Affiliate acknowledges and agrees that (a) stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Shares, and (b) each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145(d) OF THE SECURITIES ACT OF 1933 APPLIES AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE C-2. 90 PROVISIONS OF SUCH RULE AND IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF JANUARY ____, 19972001, BETWEEN THE REGISTERED HOLDER HEREOF AND PARENT, INC.THE ISSUER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF PARENT, INCTHE ISSUER."

Appears in 1 contract

Samples: Affiliate Agreement (Chordiant Software Inc)

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