Common use of Transfer Restrictions; Legends Clause in Contracts

Transfer Restrictions; Legends. The shares of FirstAmerica 's ------------------------------ Common Stock to be issued pursuant to Section 1.4 shall not have been registered and shall be characterized as "Restricted Securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. Each certificate evidencing shares of FirstAmerica's Common Stock to be issued pursuant to Section 1.4 shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AN EXEMPTION FROM THE REQUIREMENT OR REGISTRATION IS AVAILABLE AS DEMONSTRATED BY AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/), Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/)

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Transfer Restrictions; Legends. The shares of FirstAmerica 's ------------------------------ Common Stock to be issued pursuant to Section 1.4 shall not have been registered and shall be characterized as "Restricted Securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. Each certificate evidencing shares of FirstAmerica's Common Stock to be issued pursuant to Section 1.4 shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AN EXEMPTION FROM THE REQUIREMENT OR OF REGISTRATION IS AVAILABLE AS DEMONSTRATED BY AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/)

Transfer Restrictions; Legends. The shares of FirstAmerica FirstAmerica's ------------------------------ Common Stock to be issued pursuant to Section 1.4 shall not have been registered and shall be characterized as "Restricted Securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. Each certificate evidencing shares of FirstAmerica's Common Stock to be issued pursuant to Section 1.4 shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AN EXEMPTION FROM THE REQUIREMENT OR REGISTRATION IS AVAILABLE AS DEMONSTRATED BY AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

Appears in 1 contract

Samples: 4 Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/)

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Transfer Restrictions; Legends. The shares of FirstAmerica ------------------------------ FirstAmerica's ------------------------------ Common Stock to be issued pursuant to Section 1.4 shall not have been registered and shall be characterized as "Restricted Securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended, only in certain limited circumstances. Each certificate evidencing shares of FirstAmerica's Common Stock to be issued pursuant to Section 1.4 shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS AN EXEMPTION FROM THE REQUIREMENT OR REGISTRATION IS AVAILABLE AS DEMONSTRATED BY AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/)

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