Transfer Restrictions; Legends Sample Clauses
The "Transfer Restrictions; Legends" clause defines the limitations and conditions under which securities or contractual rights may be transferred by the holder. Typically, this clause outlines specific requirements such as obtaining prior consent, complying with applicable securities laws, or meeting certain eligibility criteria before a transfer can occur. It also mandates that restrictive legends—notations indicating these limitations—be placed on certificates or documentation to notify future holders of the restrictions. The core function of this clause is to control the transferability of interests, ensuring compliance with legal and contractual obligations and preventing unauthorized or unintended transfers.
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Transfer Restrictions; Legends. Such Investor hereby acknowledges that the sale of the Securities hereunder have not been reviewed by the SEC nor any state regulatory authority since the transactions contemplated hereunder are intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Such Investor understands that the Securities are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. Such Investor hereby consents to the placement of a legend on any certificate or other document evidencing the Securities (including, when issued, the Warrant Shares), that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Such Investor is aware that each certificate representing the Securities will be endorsed with the following legend until the earlier of (1) in the case of the Shares and Warrant Shares, such date as the Shares or Warrant Shares, as the case may be, have been registered for resale by the Investor or (2) the date the Shares, the Warrants or the Warrant Shares, as the case may be, are eligible for sale under Rule 144 under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Transfer Restrictions; Legends. Certificates evidencing the Note, the Shares and the Note Shares (the “Legended Shares”) shall each bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following form, until such time as they are not required: [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
Transfer Restrictions; Legends. The shares of 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 Parent Common Stock nor any interest therein shall be sold, transferred, assigned or otherwise disposed of, unless Parent shall have previously received an opinion of counsel knowledgeable in Federal securities law, in form and substance reasonably satisfactory to Parent, to the effect that registration under the Securities Act is not required in connection with such disposition. Parent shall be entitled to give stop transfer instructions to its transfer agent with respect to such shares of Parent Common Stock in order to enforce the foregoing restrictions. The certificate or certificates representing the shares of 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: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS IN EFFECT UNDER SUCH ACT, (2) SUCH TRANSFER IS PURSUANT TO 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 ISSUER THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED."
Transfer Restrictions; Legends. (a) The Securities may only be disposed of in compliance with applicable federal and state securities laws. Subject to applicable federal and state securities laws, Purchaser may transfer the Note, in whole or in part. As a condition of transfer of the Note, any such transferee shall agree in writing to be bound by the terms of the Securities. In connection with any transfer of the Note of at least $2,500,000 aggregate principal amount (a “Qualifying Transfer”) to any transferee, including any affiliates of such transferee that may be deemed to beneficially own all or a portion of such Qualifying Transfer (together, a “Qualifying Transferee”), the Company will enter into a registration rights agreement (or effect a joinder to the Registration Rights Agreement) with any such Qualifying Transferee on terms no less favorable than those contained in the Company’s registration rights agreement dated as of June 28, 2022 entered into in connection with the Company’s outstanding convertible debentures.
(b) The certificates, agreements, instruments, or book entries evidencing the Securities shall have endorsed thereon the legends set forth in the Note as required by the terms of the Note.
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.
Transfer Restrictions; Legends. Certificates evidencing the Note, the Shares and the Note Shares (the “Legended Shares”) shall each bear any legend as required by the "blue sky" laws of any state and a restrictive legend in substantially the following form, until such time as they are not required:
Transfer Restrictions; Legends. (a) Until the applicable Shares vest they shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this award, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this award and the rights and privileges conferred hereby immediately shall become null and void.
Transfer Restrictions; Legends. 17
9.1 Restrictions on Transfer and Entry into Shareholders Agreement and Registration Rights Agreement 17 9.2 Legends 17 12.1 Deliveries 20 12.2 Financial Statements 21
Transfer Restrictions; Legends. (a) In addition to the legends required by the Company's Articles of Incorporation, each certificate or instrument representing the Shares shall bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THOSE LAWS. Such legend shall be removed by the Company upon delivery to it of an opinion of counsel satisfactory to the Company and its counsel that a registration statement under the Securities Act is at the time effective with respect to the transfer of the legended security or that such security can be transferred without such registration statement being in effect and without the requirements of a legend on the certificate in the hands of the transferee. For a period of one hundred eighty (180) days following the commencement of the Company's IPO, the Purchaser agrees not to offer, sell, dispose of or otherwise transfer, directly or indirectly, the Shares or any interest in the Shares to any person in any manner. The Company agrees that the Purchaser may, at any time on or after the date hereof, pledge the shares of Common Stock to or for the benefit of any institutional lender or debt financing source to the Purchaser.
Transfer Restrictions; Legends. Until the expiration of the Restricted Period (as defined below), any Person that purchases or otherwise acquires this Security, JCC Holding Class A Common Stock issued upon the conversion or redemption of this Security pursuant to the Indenture (together with any JCC Common Stock into which such JCC Holding Class A Common Stock is reclassified or converted, "Conversion Shares"), any part thereof or any interest therein shall, prior to such purchase or other acquisition, duly and fully execute a Purchaser Letter, substantially in the form attached hereto as Annex A, and deliver such executed Purchaser Letter to the Company, JCC Holding and the Holder selling, assigning or otherwise transferring such Securities or Conversion Shares; provided, however, that a Purchaser Letter shall not be required in the event the Holder selling, assigning or otherwise transferring such Securities or Conversion Shares reasonably believes that the Person that purchases or otherwise acquires Securities is a "Qualified Institutional Buyer" as such term is defined under Rule 144A of the Securities Act. Each Holder, by its purchase or other acquisition of this Security or the Conversion Shares, is deemed to agree that it will not sell, assign or otherwise transfer Securities, Conversion Shares, any part thereof or any interest therein to any Person unless such Person shall have complied with the foregoing sentence, to the extent required. This Security and the certificates representing the Conversion Shares shall bear legends as provided in Section 14.19 of the Indenture.