Common use of Legend on Shares Clause in Contracts

Legend on Shares. Each certificate representing Shares shall bear the following legends: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The second legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of this Article II pursuant to Section 5.1 hereof.

Legend on Shares. Each certificate representing Shares shall bear The stock certificates of the Corporation that will evidence the shares of Common Stock with respect to which this Option may be exercisable will be imprinted with a conspicuous legend in substantially the following legendsform: THE SECURITIES THIS SECURITY AND ANY SECURITY EVIDENCED BY THIS CERTIFICATE OR REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) OR WITH ANY APPLICABLE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THESE SECURITIES LAWHAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND NO INTEREST THEREIN ACCORDINGLY, MAY NOT BE OFFERED, SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS EXCEPT (i1) THERE IN ACCORDANCE WITH RULE 144A TO A PERSON THAT IT AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIESA QUALIFIED INSTITUTIONAL BUYER (QIB) PURCHASING FOR ITS OWN ACCOUNT, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL OR FOR THE HOLDER ACCOUNT OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH ANOTHER QIB, OR(2) IN AN OFFSHORE TRANSACTION IS EXEMPT FROM REGISTRATIONIN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S, OR (iii3) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. ADDITIONALLY, THE REGISTRATION REQUIREMENTS OF THE SECURITIES REPRESENTED ACT PROVIDED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF A STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE ANY STATE OF THE CORPORATIONUNITED STATES. The second legend set forth above shall be removed Corporation does not currently file periodic reports with the Securities and the Company shall issue a certificate without such legend Exchange Commission ("SEC") pursuant to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of the Securities Exchange Act of 1934, as amended. Except as provided in Section 5 of this Article II Stock Option Agreement, the Corporation has not agreed to register any of the Holder's Shares with respect to which this Option may be exercisable for distribution in accordance with the provisions of the Act or the State Acts. Hence, it is the understanding of the Holders of this Option that by virtue of the provisions of certain rules respecting "restricted securities" promulgated by the SEC, the Shares with respect to which this Option may be exercisable may be required to be held for up to 2 years pursuant to Section 5.1 hereofRule 144 or Regulation S of the Act, subject to the prohibitions of said rule and regulation, unless said Shares become registered, or unless another exemption from such registration is available, in which case the Holder may still be limited as to the number of Shares with respect to which this Option may be exercised that may be sold.

Legend on Shares. Each EMAP understands that a legend, in substantially the following form, will be placed on the certificate representing the Shares shall bear and the following legendsConversion Shares: THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). PRIOR TO THE EXPIRATION OF THE FORTY (40) DAY RESTRICTED PERIOD (AS DEFINED BY RULE 902(m) ADOPTED UNDER REGULATION S OF THE ACT), THESE SECURITIES CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(o) ADOPTED UNDER REGULATION S OF THE ACT), UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR ANY APPLICABLE STATE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE EXPIRATION OF THE FORTY (40) DAY RESTRICTED PERIOD, THE PURCHASER OF THE SECURITIES LAW(WHO IS NOT A DISTRIBUTOR, DEALER, OR SUBUNDERWRITER) MAY RESELL THE SHARES ONLY IN A TRANSACTION EFFECTED OUTSIDE OF THE UNITED STATES AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED PROVIDED THE PURCHASER DOES NOT SOLICIT PURCHASERS IN THE UNITED STATES OR OTHERWISE TRANSFERRED UNLESS ENGAGE IN SELLING EFFORTS IN THE UNITED STATES. AFTER THE FORTY (i40) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. ADDITIONALLYDAY RESTRICTED PERIOD EXPIRES, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT CAN BE SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PROVISIONS OF A STOCKHOLDERS AND COMPANY, AN EXEMPTION FROM REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The second legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of this Article II pursuant to Section 5.1 hereofIS AVAILABLE.

Legend on Shares. Each certificate representing evidencing Shares shall bear be stamped or otherwise imprinted with legends in substantially the following legendsform: THE TRANSFER OF THESE SECURITIES EVIDENCED IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF DECEMBER 22, 2008, BETWEEN ‘MKTG INC.’ AND THE HOLDER OF RECORD OF THIS CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ‘MKTG INC.’ As shares vest in accordance with Sections 3 or 4 above, at the Employee’s request, the foregoing legend shall be removed from the certificates representing such vested Shares and the Secretary of the Corporation shall deliver to the Employee certificates representing such vested Shares free and clear of all restrictions (other than restrictions under the Act and similar State laws). In addition, the Shares will be imprinted with the following legend (the “Securities Act Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR AND ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The second legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of this Article II pursuant to Section 5.1 hereof.

Legend on Shares. Each certificate representing evidencing Shares shall bear be stamped or otherwise imprinted with legends in substantially the following legendsform: THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF OCTOBER __, 2006, BETWEEN COACTIVE MARKETING GROUP, INC. AND THE HOLDER OF RECORD OF THIS CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT AND UNTIL SUCH TERMS AND CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF COACTIVE MARKETING GROUP, INC. In addition, the Shares will be imprinted with the following legend: THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR AND ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The second legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of this Article II pursuant to Section 5.1 hereof.

Legend on Shares. Each certificate All certificates representing Shares shall bear the Stock purchased under this Purchase Agreement shall, where applicable, have endorsed thereon the following legendslegends and any other legends required by applicable securities laws: "THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE REQUIREMENTS AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE REQUIREMENTS ON THE COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES. A COPY OF SUCH AGREEMENTS IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR THE "ACT"), OR SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSTATE, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE ACT RELEVANT PROVISIONS OF FEDERAL AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES OR IF THE COMPANY IS PROVIDED AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES COUNSEL, SATISFACTORY TO THIS CORPORATION STATING THE COMPANY AND ITS COUNSEL, THAT SUCH TRANSACTION REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, DATED ____, 1998, BY AND BETWEEN THIS CORPORATION, THE HOLDER HEREOF AND CERTAIN OTHER PARTIES RESTRICTING THE TRANSFER THEREOF. A COPY OF SAID AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE CORPORATION. The second legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares to which it is stamped upon (i) the expiration of the Restricted Period, or (ii) the termination of this Agreement or the provisions of this Article II pursuant to Section 5.1 hereofNOT REQUIRED."