Common Stock Certificate Clause Samples

Common Stock Certificate. (a) Sellers agree that the certificate representing the Shares to be issued by Buyer to ASI Holdings at the Closing will be imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF JULY________, 2010 BETWEEN THE ISSUER OF THESE SECURITIES AND THE PERSON TO WHOM THESE SECURITIES ORIGINALLY WERE ISSUED. THE ISSUER OF THESE SECURITIES WILL FURNISH A COPY OF SUCH LOCK-UP AGREEMENT TO THE HOLDER OF THESE SECURITIES WITHOUT CHARGE UPON WRITTEN REQUEST.