Transfer Legend. Each certificate representing (i) the Warrant Shares or (ii) any other securities issued in respect to the Warrant Shares, upon any stock split, stock dividend, capital reorganization, merger, consolidation or similar event, shall (unless such securities have been qualified for distribution and resale under applicable securities laws) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under any applicable securities laws and pursuant to the Shareholders’ Agreement unless, in the opinion of counsel for the Holder thereof (which counsel shall be satisfactory to the Corporation, acting reasonably, the legend is no longer required by law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, OFFERRED FOR SALE OR OTHERWISE TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) AUGUST 16, 2007 AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
Transfer Legend. Notwithstanding anything herein to the contrary, in the event a Warrant surrendered for transfer bears a legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefore until the Warrant Agent has received an opinion of counsel for or otherwise satisfactory to the Company stating that such transfer may be made and indicating whether the new Warrants must also bear such legend.
Transfer Legend. Each certificate issued to a Stockholder representing the Series E Preferred Stock shall have a legend, in substantially the following form, conspicuously written, printed, typed, or stamped on its face, or upon the reverse with a conspicuous reference to such legend on its face: “The shares represented by this certificate are subject to the terms and conditions of the Series E Stockholders’ Agreement, dated as of November 30 2005, as may be amended, restated or otherwise modified from time to time. The shares represented by this Certificate may not be sold, transferred, or otherwise disposed of except in accordance with said Stockholders’ Agreement.
Transfer Legend. Freightliner hereby acknowledges that the Subject Shares issued to it will be subject to additional restrictions as contained in the Stockholders Agreement (as defined below) and that the Subject Shares shall be imprinted with a conspicuous legend in substantially the following form: THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE
Transfer Legend. The Company shall notify the Transfer Agent that the transfer of the Series A Preferred Stock is subject to certain transfer restrictions set forth in a letter agreement among the Investors and Xx. Xxxx Xxxxxxxxx and shall instruct the Transfer Agent to require a legal opinion of reputable counsel satisfactory to the Transfer Agent in its reasonable discretion prior to effecting any transfer of the Series A Preferred Stock.
Transfer Legend. Each certificate issued to a Stockholder shall have a legend, in substantially the following form, conspicuously written, printed, typed, or stamped on its face, or upon the reverse with a conspicuous reference to such legend on its face: “The shares represented by this certificate are subject to the terms and conditions of the Third Amended and Restated Stockholders’ Agreement, dated as of June 28, 2005, as may be amended, restated or otherwise modified from time to time. The shares represented by this Certificate may not be sold, transferred, or otherwise disposed of except in accordance with said Amended and Restated Stockholders’ Agreement.” Concurrently with the execution of this Agreement, each Stockholder shall deliver to the Corporation the certificates representing the Stockholder’s Stock in order to allow the Corporation to delete any legend referring to the Prior Stockholders’ Agreement and to include the legend prescribed above. RUBICON TECHNOLOGY, INC. -4- THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Transfer Legend. Each Seller who is bound by this Agreement agrees with the Company that (i) one-third of the number of shares of Common Stock he or she receives under the Stock Purchase Agreement at the Closing, will initially be represented by certificates bearing a Transfer Legend as follows: "Prior to ______ __, 1998,* the securities represented hereby are subject to restrictions on transfer set forth in Section 7(a) of the Registration Rights Agreement, dated March __, 1997, between the Issuer and certain of its stockholders. Such restrictions shall not apply to such securities on and after _____ __, 1998.*" and (ii) an additional one-third of the number of shares of Common Stock he or she receives under the Stock Purchase Agreement at the Closing, will initially be represented by certificates bearing a Transfer Legend as follows: --------------------- * The first anniversary of the Closing Date, to be filled in when certificates are issued. "Prior to _______ __, 1999*, the securities represented hereby are subject to restrictions on transfer set forth in Section 7(a) of the Registration Rights Agreement, dated March __, 1997, between the Issuer and certain of its stockholders. Such restrictions shall not apply to such securities on and after _____ __, 1999**." The Company shall cause the Transfer Legend in the form set forth in Section 7(b)(i) to be removed from any certificate representing Registrable Securities promptly upon request at any time on or after the first anniversary of the Closing Date. The Company shall cause the Transfer Legend in the form set forth in Section 7(b)(ii) to be removed from any certificate representing Registrable Securities promptly upon request at any time on or after the second annivarsary of the Closing Date. In addition, the Company may cause the Transfer Legend to be removed from any certificate if it determines that removal would be appropriate. Any security that is a successor security to or otherwise issued and delivered in respect of any shares of Common Stock evidenced by a certificate bearing a Transfer Legend shall also be evidenced by a certificate bearing a Transfer Legend in the same form. In the event that any securities subject to the transfer restrictions set forth in this Section 7 are changed in amount or nature as a result of a reclassification, stock split (including a reverse split), stock dividend or distribution, recapitalization, merger, consolidation, exchange offer or other similar transaction, then such tran...
Transfer Legend. 20 18.04 Pre-Conditions to Franchisee's Assignment............... 20 18.05
Transfer Legend. Franchisee understands and acknowledges that the rights and duties set forth in this Agreement are personal to Franchisee and that Big O has granted the Franchise in reliance on Franchisee's personal background, business skills, experience, and financial capacity. It is important to Big O that Franchisee be known to Big O and always meet Big O's standards and requirements. Accordingly, neither Franchisee nor any Owner shall be permitted or have the power, without the prior written consent of Big O, to make any Transfer. To assure compliance by Franchisee with the transfer restrictions contained in this SECTION 18, all share or stock certificates of Franchisee, or other evidence of ownership in a Franchisee which is an Entity, shall at all times contain a legend sufficient under applicable law to constitute notice of the restrictions on such stock, or other said evidence of ownership, contained in this Agreement and to allow such restrictions to be enforceable. Such legend shall appear in substantially the following form: "The sale, transfer, pledge, or hypothecation of this [stock] is restricted pursuant to the terms of SECTION 18 of a Franchise Agreement dated between Big O Tires, Inc., and the issuer of these [shares]." Any Transfer that does not comply with the terms of this SECTION 18 shall be null and void.
Transfer Legend. 16 18.04 Pre-Conditions to Franchisee's Assignment. . . . .
