Certificates; Legends. (a) The certificates evidencing the Warrants shall be substantially in the form attached as an exhibit to the Warrant Agreement and shall include a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY REGARDING THE AVAILABILITY OF SUCH EXEMPTION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
(b) Additionally, the certificates evidencing the Insider Warrants (as defined in the Warrant Agreement) shall include a legend substantially in the following form: IN ADDITION, PRIOR TO CONSUMMATION OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH A TARGET BUSINESS, THE SECURITIES REPRESENTED HEREIN MAY BE TRANSFERRED ONLY TO (i) THE COMPANY’S OFFICERS AND DIRECTORS, ( ii ) AN ENTITY’S MEMBERS UPON ITS LIQUIDATION, ( iii ) BY BONA FIDE GIFT TO A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY OR TO A TRUST, THE BENEFICIARY OF WHICH IS AN INITIAL STOCKHOLDER OR A MEMBER OF AN INITIAL STOCKHOLDER’S IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES, ( iv ) BY VIRTUE OF THE LAWS OF DESCENT AND DISTRIBUTION UPON DEATH, OR ( v ) PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER.
(c) Purchaser agrees, prior to any permitted transfer of the Securities (other than a transfer pursuant to an effective registration statement) , to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel. Purchaser shall not make any disposition of any Securities except in accordance with the restrictions in the legend set forth in Sections 4(a) and 4(b) above and the transferee shall have agreed to be comply with such restrictions as then applicable.
Certificates; Legends. (a) The Securities may only be transferred in compliance with state and federal securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the Company, or (iii) to an Affiliate of the Investor, 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 Securities under the Securities Act or applicable state securities laws. In the event of a private transfer of the Securities the Transferee shall be required to execute a counterpart to this Agreement, agreeing to be bound by (and shall have the benefits of) the terms hereof other than those set forth in Article 2 hereof, and such Transferee shall be deemed to be an “Investor” for purposes of this Agreement.
(b) The certificate representing the Warrant to be delivered at the Closing and the certificates evidencing the Warrant Shares to be delivered upon exercise of the Warrant will contain appropriate legends referring to restrictions on transfer relating to the registration requirements of the Securities Act and applicable state securities laws.
(c) In connection with any sale or disposition of the Securities by the Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, the Company shall or, in the case of Common Stock, shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue replacement certificates representing the Securities sold or disposed of without restrictive legends. Upon the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Warrant Shares becoming freely tradable without restriction pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the legended certificates for such shares, and, in the case of a proposed sale pursuant to Rule 144, a customary representation by the Investor that the conditions required to freely sell the shares ...
Certificates; Legends. Units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member may cause the Company to issue one or more certificates to any such Member holding Units representing in the aggregate the Units held by such Member. If any certificate representing Units is issued, then such certificate shall bear a legend substantially in the following form: THIS CERTIFICATE EVIDENCES UNITS REPRESENTING A MEMBERSHIP INTEREST IN REAL GOOD FOODS, LLC. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF REAL GOOD FOODS, LLC, DATED AS OF , 2021, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH SHALL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
Certificates; Legends. The Grantee shall have all the rights of a Management Member with respect to the vested and unvested Units, as applicable, as provided in the LLC Agreement, subject to the restrictions in this Agreement and the Plan. To the extent that the fully vested Units are certificated, the Board or such other escrow holder as the Board may appoint shall retain physical custody of any certificate representing of the fully vested Units issued hereunder until all of the restrictions imposed under this Agreement, the Plan and the LLC Agreement with respect to such fully vested Units expire or shall have been removed. In order to enforce the restrictions imposed upon the fully vested Units under this Agreement, the Plan and the LLC Agreement, the Board shall cause a legend or legends to be placed on any certificates representing the Units that are still subject to restrictions under this Agreement, the Plan and the LLC Agreement, which legend or legends shall make appropriate reference to the conditions imposed thereby. Nothing contained herein shall require the Board or the Company to certificate the fully vested Units.
Certificates; Legends. The Company shall cause each certificate representing the Shares to be issued in the Grantee’s name and such Shares shall be fully paid and nonassessable and free from preemptive rights. Each such certificate shall bear a legend to the effect that the transferability of each such Shares is restricted in accordance with the provisions of the 1933 Act, the Stockholders Agreement and this Agreement.
(a) The Grantee (a) has been advised by the Company that the Shares have not been, and will not be, registered under the 1933 Act, (b) represents and warrants that he is acquiring the Shares for his own account for investment and not with a view to, or for resale in connection with, a distribution thereof, (c) understands that he must bear the economic risk of his investment in the Shares for an indefinite period of time and (d) agrees that the Shares will not be resold or otherwise disposed of unless registered under the 1933 Act or unless an exemption form registration is available, and that the certificate evidencing the Shares will bear a legend to that effect.
(b) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him in accordance with, all of the applicable terms and provisions of this Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares.
(c) The Grantee (i) agrees that the Shares shall be subject to, and shall be held by him in accordance with, all of the applicable terms and provisions of the Stockholders Agreement, and (ii) agrees that the Company may place on the certificates representing the Shares or new or additional or different shares or securities distributed with respect to the Shares such legend or legends as the Company may deem appropriate and that the Company may place a stop transfer order with respect to such Shares with the transfer agent for the Shares.
Certificates; Legends. Units shall be issued in non certificated form; provided, however, that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to such Member representing in the aggregate the Units held by such Member. If any Unit certificate is issued, then such certificate shall bear a legend substantially in the following form: This certificate evidences Units representing a membership interest in RCS Advisory Services, LLC and shall be a security within the meaning of Article 8 of the Uniform Commercial Code. The membership interest in RCS Advisory Services, LLC represented by this certificate is subject to restrictions on transfer set forth in the Amended and Restated Limited Liability Company Agreement of RCS Advisory, LLC dated as of [ ], 2013, among RCS Advisory Services, LLC and each of the Members from time to time party thereto, as the same may be amended from time to time.
Certificates; Legends. The certificates representing the Restricted Shares will bear restrictive legends noting the restrictions identified in the preceding clause, the Company's repurchase rights and the restrictions on transfer set forth in Section 7 of this Agreement.
Certificates; Legends. Units shall be issued in non certificated form; provided, however, that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to such Member representing in the aggregate the Units held by such Member. If any Unit certificate is issued, then such certificate shall bear a legend substantially in the following form: This certificate evidences Units representing a membership interest in American National Stock Transfer, LLC and shall be a security within the meaning of Article 8 of the Uniform Commercial Code. The membership interest in American National Stock Transfer, LLC represented by this certificate is subject to restrictions on transfer set forth in the Amended and Restated Limited Liability Company Agreement of American National Stock Transfer, LLC dated as of [ ], 2013, among American National Stock Transfer, LLC and each of the Members from time to time party thereto, as the same may be amended from time to time.
Certificates; Legends. Units shall be issued in non certificated form; provided, however, that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to such Member representing in the aggregate the Units held by such Member. If any Unit certificate is issued, then such certificate shall bear a legend substantially in the following form: This certificate evidences Units representing a membership interest in Realty Capital Securities, LLC and shall be a security within the meaning of Article 8 of the Uniform Commercial Code. The membership interest in Realty Capital Securities, LLC represented by this certificate is subject to restrictions on transfer set forth in the Second Amended and Restated Limited Liability Company Agreement of Realty Capital Securities, LLC dated as of [ ], 2013, among Realty Capital Securities, LLC and each of the Members from time to time party thereto, as the same may be amended from time to time.
Certificates; Legends. To the extent that the Units are certificated, the Managing Member or such other escrow holder as the Managing Member may appoint shall retain physical custody of any certificate representing the Units issued hereunder until all of the restrictions imposed under this Agreement and the LLC Agreement with respect to such Units expire or shall have been removed. In order to enforce the restrictions imposed upon the Units under this Agreement and the LLC Agreement, the Managing Member shall cause a legend or legends to be placed on any certificates representing the Units that are still subject to restrictions under this Agreement or the LLC Agreement, which legend or legends shall make appropriate reference to the conditions imposed thereby. Nothing contained herein shall require the Managing Member or the Company to certificate the fully vested Units.
