Common use of Transfer Restriction Legend Clause in Contracts

Transfer Restriction Legend. Each certificate for Warrant Shares --------------------------- shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act, or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) 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) the securities represented thereby are not, at such time, required by law to bear such legend.

Appears in 2 contracts

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

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Transfer Restriction Legend. Each certificate for Warrant Shares --------------------------- shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act, or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." . THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) 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) the securities represented thereby are not, at such time, required by law to bear such legend.

Appears in 2 contracts

Samples: License Agreement (Tengion Inc), License Agreement (Tengion Inc)

Transfer Restriction Legend. Each certificate for Warrant Shares shall --------------------------- shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act, or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) 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) the securities represented thereby are not, at such time, required by law to bear such legend.

Appears in 1 contract

Samples: Stock Subscription Warrant (Curis Inc)

Transfer Restriction Legend. Each certificate for Warrant Option Shares --------------------------- initially issued upon exercise of the Option unless at the time of exercise such Option Shares are registered under the Securities Act of 1933, shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Option Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Actthereof: "The shares of stock represented by this certificate hereby have not been registered under pursuant to the Securities Act of 1933, as amended, and or any state securities law. Neither these shares, nor any portion thereof or interest therein, may not be offeredsold, sold transferred or otherwise transferred, pledged or hypothecated disposed of unless and until such shares the same are registered under such Actwith and qualified in accordance with said Act and any applicable state securities law, or an in the opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is and qualification are not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) Company the securities represented thereby are not, at such time, required by law need no longer be subject to bear such the restrictions contained in the legend.

Appears in 1 contract

Samples: Option Agreement (Essex Corporation)

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Transfer Restriction Legend. Each certificate for Warrant Shares --------------------------- shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "β€œThe shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until transferred in the absence of such shares are registered under such Act, registration or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not requiredexemption therefrom under said Act and other applicable securities laws." ” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) 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) the securities represented thereby are not, at such time, required by law to bear such legend.

Appears in 1 contract

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

Transfer Restriction Legend. Each certificate for Warrant Shares --------------------------- shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the laws of any State and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until transferred in the absence of such shares are registered under such Act, registration or an opinion exemption therefrom under the Securities Act of counsel satisfactory to the Company is obtained to the effect that such registration is not required." 1933 and any applicable state securites laws. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) 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) the securities represented thereby are not, at such time, required by law to bear such legend.

Appears in 1 contract

Samples: Master Loan and Security Agreement (Keravision Inc /Ca/)

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