Common use of Transfer Restrictions; Legends Clause in Contracts

Transfer Restrictions; Legends. The shares of Genesys Common Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys Common Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys shall have previously received an opinion of counsel knowledgeable in federal securities law, in form and substance reasonably satisfactory to Genesys and accompanied by such supporting documents as Genesys may reasonably request, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Genesys Common Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of Genesys Common Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Transfer Restrictions; Legends. The shares of Genesys Common Parent Capital Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys Common Parent Capital Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys Parent shall have previously received an opinion of counsel knowledgeable in federal Federal securities law, in form and substance reasonably satisfactory to Genesys and accompanied by such supporting documents as Genesys may reasonably requestParent, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys Parent shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Genesys Common Parent Capital Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of Genesys Common Parent Capital Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Transfer Restrictions; Legends. The shares of Genesys Common Parent Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, 1933 as amended (the "Securities Act"), ) or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys Common Parent Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys Parent shall have previously received an opinion of counsel knowledgeable in federal Federal securities law, in form and substance reasonably satisfactory to Genesys and accompanied by such supporting documents as Genesys may reasonably requestParent, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys shall be entitled Parent covenants to give stop transfer instructions submit a registration statement in accordance with the Securities Act within twelve (12) months of the Effective Time. Company and Company Shareholder acknowledge that any registration is subject to its transfer agent with respect to such shares approval of Genesys Common Stock in order to enforce the foregoing restrictionsSecurities Exchange Commission. The certificate or certificates representing the shares of Genesys Common Parent Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR ACT, UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED THAT SUCH REGISTRATION IS NOT REQUIRED."

Transfer Restrictions; Legends. The shares of Genesys Common Parent Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, 1933 as amended (the "Securities Act"), ) or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys Common Parent Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys Parent shall have previously received an opinion of counsel knowledgeable in federal Federal securities law, in form and substance reasonably satisfactory to Genesys and accompanied by such supporting documents as Genesys may reasonably requestParent, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Genesys Common Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of Genesys Common Parent Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

Transfer Restrictions; Legends. The shares of Genesys Parent Common Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys Parent Common Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys Parent shall have previously received an opinion of counsel knowledgeable in federal Federal securities law, in form and substance reasonably satisfactory to Genesys and accompanied by such supporting documents as Genesys may reasonably requestParent, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys Parent shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Genesys Parent Common Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of Genesys Parent Common Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY , AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS IN EFFECT WITH RESPECT UNDER SUCH ACT, (2) SUCH TRANSFER IS PURSUANT TO THE SECURITIES RULE 144 UNDER SUCH ACT OR (3) THE HOLDER HEREOF FURNISHES TO THE ISSUER AN OPINION OF COUNSEL, WHICH COUNSEL AND WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION UNDER SUCH REGISTRATION ACT IS NOT REQUIRED."

Transfer Restrictions; Legends. The shares of Genesys ITS Common ------------------------------ Stock ------------------------------ issued in the Merger shall not be transferable in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. In the absence of an effective registration statement under the Securities Act, neither such shares of Genesys ITS Common Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Genesys ITS shall have previously received an opinion of counsel knowledgeable in federal securities law, in form and substance reasonably satisfactory to Genesys ITS and accompanied by such supporting documents as Genesys ITS may reasonably request, to the effect that registration under the Securities Act is not required in connection with such disposition. Genesys ITS shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Genesys ITS Common Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of Genesys ITS Common Stock issued in the Merger shall bear the following legend restricting the transfer thereof, in addition to any other legend required by applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."