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 Purchase and Exchange Agreement dated as of November 15, 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. The Transfer of the Notes, Shares and Warrants will be restricted in accordance with the terms hereof. The Notes, each Warrant Certificate and each certificate evidencing the Shares, including any certificate issued to any transferee thereof, shall be stamped or otherwise imprinted with legends, in the case of the Note, in the form set forth in Exhibit A hereto, in the case of the Warrant Certificates in the form set forth in Exhibit B hereto, and in the case of such share certificates, in substantially the following form (unless otherwise permitted or unless such Shares shall have been effectively registered and sold under the Act): "The Shares represented by this Certificate have not been registered under the Securities Act of 1933 nor under any state securities law and may not be pledged, sold, assigned or transferred unless (i) a registration statement with respect thereto is effective under the Securities Act of 1933 and any applicable State securities laws, or (ii) in the opinion of counsel to the Company or Messrs. Reavxx & XcGrxxx xxxh shares may be pledged, sold, assigned or transferred without an effective registration statement under the Securities Act of 1933 or applicable State securities laws." Upon request of a Holder of the Notes, the Warrants or any of the Shares, the Company shall remove the foregoing legends from the Notes, Warrant Certificate or the certificates evidencing such Shares, as the case may be, or issue to such Holder a new Note, Warrant Certificate or certificates therefor free of any transfer legend, if with such request, the Company shall have received an opinion of Messrs. Reavxx & XcGrxxx xx other counsel selected by the Holder and reasonably satisfactory to the Company, to the effect that any Transfer by said Holder of such Note, Warrant Certificate or the Shares, as the case may be, will not violate the Act and applicable State securities laws, and if counsel to the Company shall have approved the removal of such legend in reliance on such opinion.
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.
Transfer Legends. For so long as the restrictions described below are applicable to such shares as determined by Triad in Triad’s reasonable discretion: each certificate of Triad Common Stock representing New Triad Shares (including the Escrow Shares) shall be stamped or otherwise imprinted with a Share Transfer Restriction Agreement Legend in substantially the following form: “The sale, transfer or other disposition of the shares represented by this certificate prior to is subject to, and may not be made except in compliance with, the conditions specified in a Share Transfer Restriction Agreement with Triad Guaranty Inc. (the “Company”). A copy of the Share Transfer Restriction Agreement is on file and may be inspected at the principal office of Triad and will be furnished by Triad to the holder hereof upon request and without charge.”
Transfer Legends. The provisions of Article X of the Purchase Agreement shall apply to the Warrants and the Warrant Shares.
