Transfer Legends. (a) The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant or the Warrant Shares, in whole or in part, so long as such sale or other disposition is made pursuant to an effective registration statement or an exemption from the registration requirements of the Act and applicable state securities laws, and provided that no sale, transfer, pledge or other disposition may be made to a competitor, direct or indirect, of the Company at any time. Upon such transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the Company together with a written notice to the Company, substantially in the form of the transfer notice attached hereto as Schedule B, indicating the person or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be transferred to each such person. Within ten (10) business days of receiving a transfer notice and the original of this Warrant, the Company shall deliver to the each transferee designated by the Holder another Warrant(s) of like tenor and terms for the appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder another Warrant for the remaining number of Warrant Shares not so transferred. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
(b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the Act.
Transfer Legends. (i) Cause the issuer of the Pledged Stock
(a) to maintain appropriate stop transfer legends in its corporate stock record books prohibiting any attempted transfer thereof by the Pledgor; and (ii) to place on each of the stock certificates evidencing the Pledged Stock a legend in form acceptable to the Secured Party to the general effect of serving to notify any third party of the security interest of the Secured Party in the Pledged Stock evidenced by the particular stock certificate.
Transfer Legends. Section 6.1. Securities Law Transfer Restrictions
(a) The Purchaser understands that the Securities have not been registered under the Securities Act or any U.S. state securities laws, and the Purchaser agrees that it will not dispose of the Securities unless (a) the resale of the Securities is registered under the Securities Act or (b) such registration is not required under the Securities Act or any applicable U.S. state securities law due to the applicability of an exemption therefrom. In that connection, the Purchaser is aware of Rule 144 under the Securities Act and the requirements to qualify thereunder.
(b) The Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of Securities, in any jurisdiction outside of the United States where action for that purpose is required.
Transfer Legends. The Common Stock acquired by the Purchaser pursuant to this Agreement may not be sold, transferred or otherwise disposed of except pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required. All certificates evidencing the Common Stock acquired by the Purchaser pursuant to this Agreement shall bear the following legend: These securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws (the "Acts") and may not be sold, offered for sale, transferred or otherwise disposed of except pursuant to an effective registration statement as to the securities under the Acts or pursuant to an opinion of counsel satisfactory to the Company that such registration is not required.
Transfer Legends. 14 6.1 Securities Law Transfer Restrictions........................14 6.2 Legends.....................................................14
Transfer Legends. Each certificate for Restricted Shares, including each certificate issued to any transferee, shall be stamped or otherwise imprinted with a legend (in addition to any legends otherwise required by the Declaration of Trust of CPI) in substantially the following form (unless otherwise permitted by the provisions of Section 5.5 or unless such Restricted Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of pursuant to the registration statement covering such Restricted Shares): "The shares represented by this certificate were issued pursuant to a Stock Purchase Agreement dated as of December 13, 1996, between Corporate Property Investors and the original purchaser of such shares (copies of which Agreement are on file at the principal office of the issuer of such shares), have not been registered under the Securities Act of 1933 and may not be sold, assigned or transferred until the applicable provisions of Section 5 of such Agreement have been complied with."
Transfer Legends. Each Warrant and Warrant Share shall bear the legend borne by Exhibit B hereto until such time as the General Counsel of the Company has received a written opinion of counsel to the Holder of the Warrant, in form and substance satisfactory to the General Counsel of the Company, to the effect that the transfer restrictions to which the legend relates are no longer applicable.
Transfer Legends. 6.1 Securities Law Transfer Restrictions.
(a) Each Purchaser understands that the Securities have not been registered under the Securities Act or any state securities laws, and each Purchaser agrees that it will not make a Disposition of Securities nor will such Purchaser engage in any hedging or other transaction which is designed to or could be reasonably expected to lead to or result in a Disposition of Securities by such Purchaser or any other person or entity unless (a) the resale of the Securities is registered under the Securities Act, or (b) such registration is not required under the Securities Act or any applicable state securities law due to the applicability of an exemption therefrom. In that connection, such Purchaser is aware of Rule 144 under the Securities Act and the restrictions imposed thereby. Such Purchaser acknowledges and agrees that no sales of the Securities may be made under a registration statement filed by the Company pursuant to the Registration Rights Agreement ("Registration Statement") and that the Securities are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Securities is accompanied by a separate Purchaser's Certificate of Subsequent Sale: (i) in the form of Exhibit D hereto; (ii) executed by an officer of, or other authorized person designated by, the Purchaser; and (iii) to the effect that (A) the shares have been sold in accordance with a Registration Statement, the Securities Act and any applicable state securities or blue sky laws, and (B) if the Company has advised the Purchaser in writing that the Company no longer meets the conditions for the use of Rule 172 and as a result the Purchaser is required to deliver a prospectus in connection with such sale, that the requirement of delivering a current prospectus has been satisfied. Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities.
(b) Each Purchaser acknowledges that no action has been or will be take...
Transfer Legends. (i) Cause the issuer of the Pledged Stock
(a) to maintain appropriate stop transfer legends in its corporate stock record books prohibiting any attempted transfer thereof by the Pledgor; and (ii) to place on each of the stock certificates evidencing the Pledged Stock a legend in form acceptable to the Secured Party to the general effect of serving to notify any third party of the security interest of the Secured Party in the Pledged Stock evidenced by the particular stock certificate. Without limiting the generality of the foregoing, with respect to any Pledged Stock that is not represented by a certificate, the Pledgor shall deliver certified, notarized copies of the corporate stock record books of the issuer of such stock, i.
Transfer Legends o Securities Law Transfer Restrictions. Purchaser shall not sell, assign, pledge, transfer or otherwise dispose or encumber any of the Shares being purchased by it hereunder, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws. Any transfer or purported transfer of the Shares in violation of this Section 6.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 6.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 6.1. Notwithstanding the foregoing, Purchaser may pledge the Shares to a financial institution for the purpose of securing credit or to meet qualification standards as required for certain transactions and Purchaser may transfer the Shares to a wholly owned limited liability company or similar entity as well as all agreements related to the Shares, provided such entity assumes the agreements.