Common use of Legend on Shares Clause in Contracts

Legend on Shares. Each Warrant certificate and certificate for Shares initially issued upon exercise of the Warrants shall bear the following legend, unless, at the time of exercise, such Shares are subject to a currently effective registration statement under the Securities Act of 1933, as amended (the "Act"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECTION 4 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED, IF APPLICABLE TO SUCH TRANSFER." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act, of the securities represented thereby) shall also bear the above legend unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

Legend on Shares. Each Warrant certificate and certificate for Shares initially shares of Stock issued upon exercise of the Warrants shall bear the following legendthis Warrant, unless, unless at the time of exerciseexercise such shares are registered under the Securities Act, such Shares are subject to a currently effective registration statement shall bear substantially the following legend (and any additional legend required under the Securities Act of 1933, as amended (the "Act"or otherwise): "“THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THIS CORPORATION, STATING THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECTION 4 EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED, IF APPLICABLE TO SUCH TRANSFER." SECURITIES ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act, Securities Act of the securities represented thereby) shall also bear the above such legend unless, in the opinion of counsel for the Company's counsel, the securities represented thereby need no longer be subject to such restrictionsthe transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holders.

Legend on Shares. Each Warrant certificate representing any Shares shall be endorsed by the Company with a legend reading substantially as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING PROXY AND WAIVER AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING PROXY AND THAT WAIVER AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The Company agrees that it will cause the certificates evidencing the Shares to bear the legend required by this Section 7(f), and certificate for Shares initially issued upon exercise it shall supply, free of charge, a copy of the Warrants shall Proxy and this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement agree that the failure to cause the certificates evidencing the Shares to bear the following legendlegend required by this Section 7(f) and/or the failure by the Company to supply, unlessfree of charge, at a copy of the time Proxy and this Agreement, shall not affect the validity or enforcement of exercisethe Proxy or this Agreement. Notwithstanding the foregoing, the Company shall cause the legend set forth in this Section 7(f) to be removed promptly upon request (and in any event within five business days of such request) in the event such Shares are subject Transferred in an Exempt Transfer under Section 5(d), other than an Exempt Transfer to a currently effective registration statement under the Securities Act of 1933, as amended (the "Act"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECTION 4 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED, IF APPLICABLE TO SUCH TRANSFERPermitted Holder." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act, of the securities represented thereby) shall also bear the above legend unless, in the opinion of the Company's counsel, the securities represented thereby need no longer be subject to such restrictions.

Legend on Shares. Each Warrant certificate The Merger Shares issuable in the Merger shall be issued in book-entry form and certificate for Shares initially issued upon exercise of the Warrants shall bear include the following legend, unless, at the time of exercise, such Shares are subject to a currently effective registration statement under the Securities Act of 1933, as amended legend (the "Act"“Legend”) (along with any other legends that may be required under applicable Legal Requirements): "“THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ANY STATE SECURITIES LAWS AND IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY IN A FORM SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER IS IN COMPLIANCE WITH SECTION 4 NOT REQUIRED UNDER THE SECURITIES ACT OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED1933, IF APPLICABLE TO SUCH TRANSFERAS AMENDED." Any certificate issued ” Parent shall, and shall cause its transfer agent to, reissue any Merger Shares in book-entry form without the Legend (or any similar restrictive notation, as applicable) promptly upon request by the holder thereof at any time after the restrictions described in exchange or substitution for any certificate bearing the Legend cease to be applicable, including, as applicable, when such legend (except a new certificate issued upon completion of a public distribution securities may be sold without restrictions pursuant to a registration statement Rule 144 under the Act, of the securities represented thereby) Securities Act or pursuant to an effective registration statement. Such holder shall also bear the above legend unless, in the opinion of the Company's counsel, the securities represented thereby need provide such certificates or other agreements as Parent reasonably requests to confirm that such restrictions no longer apply as a condition to removing the Legend, but it shall not require any holder to cause to be subject delivered to Parent any legal opinion relating to such restrictionsLegend removal.