Common use of Legend on Stock Clause in Contracts

Legend on Stock. Each certificate representing the Shares, Warrants and, if necessary, Common Stock issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES [AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF COUNSEL, REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OFFER, AND SUCH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY. The Company agrees to reissue certificates representing the Shares, Warrants or, if applicable, the Common Stock issued upon conversion thereof without the legend set forth above at such time as (a) the holder thereof is permitted to dispose of such Shares (or securities issued upon conversion thereof) pursuant to Rule 144(k) under the Act, (b) the securities are sold to a purchaser or purchasers who (in the opinion of counsel to such purchasers, in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such securities publicly without registration under the Act, or (c) such securities are registered under the Act.

Appears in 1 contract

Samples: Subscription Agreement (All American Food Group Inc)

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Legend on Stock. Each certificate representing the Shares, Warrants Shares and, if necessaryappropriate, Common Stock securities issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES [AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF COUNSEL, OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OFFER, AND SUCH OPINION IS REASONABLY SATISFACTORY TO THE COMPANYREQUIREMENTS. The Company agrees to reissue certificates representing the Shares, Warrants Shares or, if applicable, the Common Stock securities issued upon conversion thereof without the legend set forth above at such time as (ai) the holder thereof is permitted to dispose of such Shares (or securities issued upon conversion thereof) pursuant to Rule 144(k) under the Act, (bii) the securities are sold to a purchaser or purchasers who (in the opinion of counsel to such purchasers, in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such securities shares publicly without registration under the Act, or (ciii) such securities are registered sold pursuant to an effective registration statement under the Act. Each certificate representing the Shares shall also be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A PREFERRED STOCK INVESTMENT AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Appears in 1 contract

Samples: Preferred Stock Investment Agreement (PHP Healthcare Corp)

Legend on Stock. Each certificate representing the Shares, Warrants Shares --------------- and, if necessary, Common Stock issued upon conversion thereofthe Registrable Securities, shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES [AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF COUNSEL, REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OFFER, AND SUCH OPINION IS REASONABLY REASONABLE SATISFACTORY TO THE COMPANY. Each such certificate shall bear no other legend. The Company agrees to reissue certificates representing the Shares, Warrants Shares or, if applicable, the Common Stock issued upon conversion thereof Registrable Securities, without the legend set forth above at such time as (a) the holder thereof is permitted to dispose of such Shares (or securities issued upon conversion thereof) pursuant to Rule 144(k) under the Securities Act, (b) the securities are sold to a purchaser or purchasers who (in the opinion of counsel to such purchasersholders, in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such securities publicly without registration under the Securities Act, or (ciii) such securities are registered under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Eastwind Group Inc)

Legend on Stock. Each certificate representing the Shares, Warrants Shares and, if necessary, Common Stock issued upon conversion thereofthe Registrable Securities, shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES [AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF COUNSEL, REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OFFER, AND SUCH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY. Each such certificate shall bear no other legend not agreed to in advance by Purchaser. The Company agrees to reissue certificates representing the Shares, Warrants Shares or, if applicable, the Common Stock issued upon conversion thereof Registrable Securities, without the legend set forth above at such time as (a) the holder thereof is permitted to dispose of such Shares (or securities issued upon conversion thereof) pursuant to Rule 144(k) under the Securities Act, (b) the securities are sold to a purchaser or purchasers who (in the opinion of counsel to such purchasersholders, in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such securities publicly without registration under the Securities Act, or (c) such securities are registered under the ActSecurities Act and are sold pursuant to such registration statement.

Appears in 1 contract

Samples: Integrated Medical Resources Inc

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Legend on Stock. Each certificate representing the Shares, Warrants Shares and, if necessary, Common Stock issued upon conversion thereof, shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SECURITIES [AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF COUNSEL, REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OFFER, AND SUCH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY. The Company agrees to reissue certificates representing the Shares, Warrants Shares or, if applicable, the Common Stock issued upon conversion thereof thereof, without the legend set forth above at such time as (a) the holder thereof is permitted to dispose of such Shares (or securities issued upon conversion thereof) pursuant to Rule 144(k) under the Securities Act, as determined by counsel to the Company (b) the securities are sold to a purchaser or purchasers who (in the opinion of counsel to such purchasersholders, in form and substance reasonably satisfactory to the Company and its counsel) are able to dispose of such securities publicly without registration under the Securities Act, or (ciii) such securities are registered under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (Wavetech International Inc)

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