Securities Law Legend definition

Securities Law Legend has the meaning set forth in Section 14.02(h)(i).
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Securities Law Legend. The second legend set forth above is referred to herein as the “Lock-Up Legend.” 5.8
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Securities Law Legend has the meaning set forth in Section 6.9.
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Examples of Securities Law Legend in a sentence

  • Upon delivery of the Notice of Transfer and the Opinion to Buyer by a Transferring Shareholder, Buyer shall instruct its transfer agent to remove the Securities Law Legend from the Certificate(s) evidencing such Guardian Shares.

  • The Conversion Shares shall not contain or be subject to, any legend, stop transfer instruction or similar notation, in each case, restricting the transfer hereof or thereof other than the Securities Law Legend as, and only to the extent, provided in this Section 14.02(h) in respect of Conversion Shares issuable upon conversion of Series B Notes prior to the Resale Restriction Termination Date.

  • Buyer shall imprint the Restrictive Legend on Certificates outstanding as of the Closing Date, in addition to imprinting on such Certificates a legend stating that the Guardian Shares evidenced by such Certificate are not registered under the Securities Act (the "Securities Law Legend").

  • Securities Law Legend This press release or referenced documents does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and this press release does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange.

  • Guardian shall imprint the Restrictive Legend on Certificates outstanding as of the Closing Date, in addition to imprinting on such Certificates a legend stating that the Guardian Shares evidenced by such Certificate are not registered under the Securities Act (the "Securities Law Legend").

  • Upon delivery of the Notice of Transfer and the Opinion to Buyer by a Transferring Shareholder, Buyer shall instruct its transfer agent to remove the Securities Law Legend from the Certificate(s) evidencing such Escrow Shares.

  • Buyer shall imprint the Restrictive Legend on Certificates outstanding as of the Closing Date, in addition to imprinting on such Certificates a legend stating that the Escrow Shares evidenced by such Certificate are not registered under the Securities Act (the "Securities Law Legend").

  • Subject to applicable law, the certificates (or electronic book entries, if applicable) evidencing the Shares shall not be required to contain or be subject to (and Novant shall be entitled to the removal of) any legend restricting the transfer thereof at any time, other than the Securities Law Legend and the Lock-Up Legend.

  • PCHI may reasonably request such opinions, certificates or other evidence that such restrictions or conditions no longer apply as a condition to removing the Securities Law Legend.

Related to Securities Law Legend

  • Securities Act Legend means a Restricted Securities Legend or a Regulation S Legend.

  • Securities Legend THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED [in the case of the Class B-4, Class B-5 and Class B-6 Certificates:, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, XXX 00-00 XX XXX 00-00 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE SELLER, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR].

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Regulation S Legend means the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this Supplemental Indenture.

  • Global Securities Legend means the legend set forth under that caption in Exhibit A to this Indenture.

  • DTC Legend means the legend set forth in Exhibit D.

  • OID Legend means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Notes issued under this Indenture that have more than a de minimis amount of original issue discount for U.S. Federal income tax purposes.

  • Private Placement Legend means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

  • Restrictive Legend shall have the meaning specified in Section 2.05(c).

  • Restricted Legend means the legend set forth in Exhibit C.

  • Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.

  • Global Security Legend means the legend set forth in Section 2.3(e)(3) of Appendix A to this Indenture, which is required to be placed on all Global Securities issued under this Indenture.

  • Restricted Stock Legend means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.

  • Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.

  • Legend shall have the meaning specified in Section 8.1.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Temporary Regulation S Legend means the legend set forth in Section 2.1(d).

  • Global Note Legend means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

  • Regulation S Global Securities Appendix A

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.