Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 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 distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act.
Transfer Restrictions Legend. (a) The shares of Blaze Stock to be issued to the Members pursuant hereto will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), on the Closing Date and may not be transferred, sold or otherwise disposed of by Members except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act.
Transfer Restrictions Legend. (a) The EESV Stock issued to the Seller pursuant hereto has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be transferred, sold or otherwise disposed of by the Seller except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act.
Transfer Restrictions Legend. (a) No shares of Common Stock of the Corporation shall be issued or transferred, and no issuance or transfer shall be reflected on the books of the Corporation, unless a simultaneous issuance or transfer of a like number of CN Voting Shares (as defined in the Combination Agreement) is made to the same holder and recorded on the books of CN or, in the case of an exchange of CN Exchangeable Shares for shares of Common Stock, the holder of such CN Exchangeable Shares will continue to be the holder of the corresponding CN Voting Shares upon consummation of such exchange. The only certificate representing shares of Common Stock that a holder of Common Stock shall be entitled to receive shall be a certificate representing both the shares of Common Stock held by such holder and the CN Voting Shares held by such holder.
Transfer Restrictions Legend. The shares of WasteMasters Common Stock to be issued to the Stockholder pursuant to Section 1.3 hereof will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Closing Date and may not be transferred, sold or otherwise disposed of by any Stockholder except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act. Except as otherwise agreed between WasteMasters and the Stockholder, the Stockholder agrees that it will not transfer, sell or otherwise dispose of any of the shares of WasteMasters Common Stock received or reduce its interest in or relating to such shares of WasteMasters Common Stock until after the expiration of twelve (12) months following the Closing, all in accordance with SEC Rule 144.
Transfer Restrictions Legend. (a) The shares of WasteMasters Common Stock to be issued to the Stockholder pursuant to Section 1.3 hereof will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Closing Date and may not be transferred, sold or otherwise disposed of by any Stockholder except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act. Except as otherwise agreed between the WasteMasters and the Stockholder, the Stockholder agrees that it will not transfer, sell or otherwise dispose of any of the shares of WasteMasters Common Stock received or reduce its interest in or relating to such shares of WasteMasters Common Stock until after the expiration of twelve (12) months following the Closing; and thereafter the Stockholder agrees to sell no more than 10,000 shares of WasteMasters Common Stock per month and all in accordance with SEC Rule 144. In the event that Stockholder desires to sell more than the specified lock-up maximums of 10,000 per month, it shall grant a first right of refusal to WasteMasters or its designee who shall have the right, but not the obligation to purchase such shares of WasteMasters Common Stock in excess of such maximums at a discount of 6% of the bid price on the date such right is extended. After receipt of written notice from Stockholder that he desires to sell more than the specified monthly lock-up maximum of 10,000 shares, WasteMasters or its designee shall have two (2) business days after receipt of such notice to exercise such first right of refusal. The Stockholder may sell the excess shares not purchased by WasteMasters during the next 20 business days.
Transfer Restrictions Legend. In addition to the provisions of the Certificate of Designation providing that the Shares may not be transferred or otherwise disposed of during the period from the Closing Date through the date which is eighteen (18) months thereafter, except insofar as is necessary for the holders thereof to participate in any Liquidation Event or Change of Control in accordance with the provisions of the Certificate of Designation, the Shares may only be transferred or otherwise disposed of in compliance with state and federal securities Laws. In connection with any transfer of Shares other than pursuant to an effective registration statement, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. The Purchasers agree to the imprinting of a legend on the stock certificates representing the Shares in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR ANY FOREIGN REGULATORY REGIMES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE AND FOREIGN SECURITIES LAWS, AND PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER AS PROVIDED IN THE CERTIFICATE OF DESIGNATION FOR THE SECURITIES. THE ISSUER OF THESE SECURITIES (THE “COMPANY”) MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE CERTIFICATE OF DESIGNATION.” Upon request of a Purchaser, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state Laws, the Company shall promptly cause the foregoing legend to be removed from any certificate for any Shares upon the expiration of such transfer and other restrictions set forth in the Certificate of Designation. Each Purchaser acknowledges that the Shares have not been registered under the ...
Transfer Restrictions Legend. (a) The Purchaser acknowledges that Shares may only be disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable Federal and state securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement, except as otherwise set forth herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. Any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a "Purchaser" under this Agreement, the Registration Rights Agreement and the Escrow Agreement.
Transfer Restrictions Legend. No shares of Series A Preferred Stock will be transferable on the Corporation's books, except in accordance with applicable federal and state securities laws. Appropriate legends and notations will be kept in the Corporation's stock-transfer ledger for Series A Preferred Stock. Certificates representing Conversion Shares shall have inscribed thereon appropriate legends, as determined by the Corporation in its reasonable discretion, relating to transfer restrictions and compliance with applicable federal and state securities laws.
Transfer Restrictions Legend. (a) The shares of Republic Common Stock to be issued to the Stockholders pursuant to Section 1.3 hereof will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), on the Closing Date and may not be transferred, sold or otherwise disposed of by any Stockholder except pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from the registration requirements of the Securities Act.
