Common use of Legend on Stock Certificates Clause in Contracts

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificate.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are issued in the Participant’s name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are delivered in the Participant’s name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.” If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act. Certificates evidencing the Restricted Option Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other the conditions, restrictions, rights and obligations set forth in this Award herein and in the PlanPlan such as: TRANSFER IS RESTRICTED ---------------------- THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. Instead of the foregoing legend, the certificate may state Optionee agrees that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request may also endorse any other legends it deems necessary and without charge. Such statement shall also advisable or as may be sent on request and without charge to stockholders who are issued shares without a certificaterequired by applicable federal or state securities laws.

Legend on Stock Certificates. Certificates evidencing the Restricted Shares, if issued, may have Each certificate representing Shares which are subject to this Agreement shall be endorsed with the following legend and statements of other (in addition to any legend required by applicable restrictions endorsed thereon: state securities or "blue sky" laws): "THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWSAMENDED (THE "SECURITIES ACT"). THE SHARES MAY NOT BE OFFERED FOR NO SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE OF SUCH SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS EFFECTED IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWSOR "BLUE SKY" LAWS AND THE RESTRICTIONS ON TRANSFER SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF JULY 1, 2002, AND ANY AMENDMENTS THERETO, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. This legend shall not be required NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT." Any stock certificate issued at any time in exchange or substitution for any shares certificate bearing such legend (except a new certificate issued upon the completion of Stock issued pursuant to an effective registration statement under a public distribution of securities of the Securities Act. Certificates evidencing Company represented thereby) shall also bear such legend, unless in the Restricted Sharesopinion of counsel, reasonably acceptable to the extent appropriate at Company, the time, shall also have noted conspicuously Shares represented thereby need no longer be subject to restrictions contained in Section 2 of this Agreement. The Company agrees that it will not transfer on the certificates a legend intended to give all persons full notice its books any certificate for Shares in violation of the existence provisions of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificateAgreement.

Legend on Stock Certificates. Certificates evidencing If one or more certificates for all or any portion of the Restricted SharesShares are delivered in the Participant's name under this Agreement before such Restricted Shares become vested, if issued, may have the certificates shall bear the following legend, or any alternate legend and statements of other applicable restrictions endorsed thereon: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. This legend shall not be required for any shares of Stock issued pursuant that counsel to an effective registration statement under the Securities Act. Certificates evidencing the Restricted SharesCompany believes is necessary or desirable, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended facilitate compliance with applicable securities or other laws: “The securities represented by this Certificate are subject to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the "Company") and the holder named on this Certificate, and the Company reserves the right to a stockholder on refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." 2016 Long-Term Incentive Grant-EPS Minimum If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Such statement shall also Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares. The foregoing legend or notation and stop transfer instructions will be sent on request removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and without charge 5 hereof have been satisfied as to stockholders who are issued shares without a certificatesuch Restricted Shares.