Common use of Transfer Restriction Legend Clause in Contracts

Transfer Restriction Legend. Each certificate representing Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, addressed and delivered to the Company and such holder, the securities represented by such certificate no longer need to be subject to the restrictions contained in Section 5. The provisions of Section 5 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 5 contracts

Samples: Warrant Agreement (Image Technology Laboratories Inc), Warrant Agreement (Image Technology Laboratories Inc), Warrant Agreement (Image Technology Laboratories Inc)

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Transfer Restriction Legend. Each certificate representing for Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend in substantially similar to the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any applicable state securities lawsOR ANY STATE SECURITIES LAW. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." Any certificate issued at any time upon transfer of, or in exchange or substitution for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented by such certificate pursuant to a registration under the Securities Actthereby) shall also bear such legend unless, unless in the opinion of counsel for the Company, addressed and delivered to the Company and such holderspecified in Section 6, the securities represented by such certificate thereby need no longer need to be subject to the restrictions contained in Section 5this Warrant. The provisions of Section 5 7 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Warrant Agreement (Mdsi Mobile Data Solutions Inc /Can/), Exchange Agreement (Mdsi Mobile Data Solutions Inc /Can/)

Transfer Restriction Legend. Each certificate representing for Warrant Shares initially issued shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon exercise which such Warrant Shares may, at the time of this Warrantsuch exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares are shall be registered under the Securities Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any applicable state securities laws. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AS TO AN EXEMPTION THEREFROM UNDER SAID ACT." Any certificate issued at any time upon transfer of, or in exchange or substitution for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented by such certificate pursuant to a registration under the Securities Actthereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company, addressed and delivered to the Company and such holder, ) the securities represented thereby are not, at such time, required by law to bear such certificate no longer need to be subject to the restrictions contained in Section 5. The provisions of Section 5 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Stock Subscription Warrant (Acusphere Inc), Stock Subscription Warrant (Acusphere Inc)

Transfer Restriction Legend. Each certificate representing Warrant Shares shares initially issued upon exercise of this WarrantWarrant (and subsequently issued if appropriate), unless at the time of exercise such Warrant Shares shares are registered under the Securities Act, shall bear a legend in substantially the following form legend (and any additional legend required by applicable securities laws or any securities exchange on which the Warrant Shares may or NASDAQ at the time be listedof such exercise) on the face thereof: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold, transferred, hypothecated or otherwise assigned except pursuant to a registration statement with respect to such securities which is effective under such act and under any applicable state securities laws. The transfer laws unless, in the opinion of said securities is subject counsel reasonably satisfactory to the restrictions set forth in Section 5 hereof Company, an exemption from the registration requirements of such act and no transfer of said state securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. laws is available." Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate thereby pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the registered holder thereof reasonably acceptable to the Company, addressed and delivered to the Company and such holder, the securities shares represented by such certificate thereby need no longer need to be subject to the restrictions contained in Section 5this Section. The provisions of this Section 5 6., shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Gk Intelligent Systems Inc), Common Stock Purchase Warrant (Ziasun Technologies Inc)

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Transfer Restriction Legend. Each certificate representing for Warrant Shares initially issued shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon exercise which such Warrant Shares may, at the time of this Warrantsuch exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares are shall be registered under the Securities Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any applicable state securities laws. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND OTHER APPLICABLE SECURITIES LAWS.” Any certificate issued at any time upon transfer of, or in exchange or substitution for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented by such certificate pursuant to a registration under the Securities Actthereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company, addressed and delivered to the Company and such holder, ) the securities represented thereby are not, at such time, required by law to bear such certificate no longer need to be subject to the restrictions contained in Section 5. The provisions of Section 5 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Power Medical Interventions, Inc.)

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