Legend on Warrant Shares. Upon exercise of this Warrant, the certificates evidencing the Warrant Shares shall bear, until such time as the same is no longer required under the applicable requirements of the US Securities Act and the securities laws of all applicable states of the United States, the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) NOR THE SECURITIES ACT OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED (a) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT (b) TO THE COMPANY, (c) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (e) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPHS (d) AND (e), AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE OF EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS A “FOREIGN ISSUER” AS THAT TERM IS DEFINED BY REGULATION S UNDER THE SECURITIES ACT AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT.” and that any certificate representing any Common Shares issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Company is a “foreign issuer” as that term is defined by Regulation S under the Securities Act at the time of sale of any Common Shares, a new certificate bearing no legend will be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in substantially the form set forth in Exhibit B hereto, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S und...
Legend on Warrant Shares. Each certificate for Warrant Shares issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, shall bear substantially the following legend (and any additional legend required by any national securities exchanges upon which such shares may, at the time of such exercise, be listed or under applicable securities laws): The securities represented by this certificate have not been registered under the federal Securities Act of 1933, as amended, or the Georgia Securities Act of 1973, as amended ("the Acts"), or the securities laws of any state. They may not be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of unless, in the opinion of counsel reasonably acceptable to the issuer, such transfer would be pursuant to an effective registration statement under said Acts or pursuant to an exemption from such registration. 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 counsel to the Company, the securities represented thereby need no longer be subject to the restrictions on transferability. In addition, the provisions of Article IV shall be binding upon all subsequent holders of this Warrant.
Legend on Warrant Shares. The certificates representing the Warrant Shares shall bear a legend substantially similar to the following: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
Legend on Warrant Shares. Each certificate for Warrant Shares initially issued upon exercise of the Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws, and may not be sold. exchanged, hypothecated or transferred in any manner in the absence of such registration or an exemption therefrom. The shares are subject to the terms of a certain Warrant Agreement, dated July 29, 1996, pursuant to which they were issued." 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 Securities Act of the Warrant Shares represented thereby) shall also bear the above legend unless, in the opinion of counsel satisfactory to the Company, the securities represented thereby need no longer be subject to such restrictions.
Legend on Warrant Shares. Each certificate for shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a conspicuous legend in substantially the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or otherwise transferred except pursuant to an effective registration statement or a written opinion of counsel satisfactory to Summit Brokerage Services, Inc. that such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of: (i) a public distribution pursuant to a registration statement; or (ii) an exempt sale pursuant to Rule 144 or Rule 144A under the Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof as shall be reasonably acceptable to the Company, the securities represented thereby need no longer be subject to the restrictions contained in Article 2 below. The provisions of Article 2 below shall be binding upon all subsequent holders of this Warrant.
Legend on Warrant Shares. Each certificate for shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or otherwise transferred except pursuant to an effective registration statement or the written opinion of counsel to The Admiralty Corporation that such registration is not required." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of: (i) a public distribution pursuant to a registration statement; or (ii) an exempt sale pursuant to Rule 144 or Rule 144A under the Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Holder thereof as shall be reasonably acceptable to the Company, the securities represented thereby need no longer be subject to the restrictions contained in Article 3 below. The provisions of Article 3 below shall be binding upon all subsequent Holders of this Warrant.
Legend on Warrant Shares. Each certificate for shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof:
Legend on Warrant Shares. Each certificate for shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the laws of any state and may not be sold or otherwise transferred except pursuant to an effective registration statement or the written opinion of counsel to World Commerce Online, Inc., that such registration is not required. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of: (i) a public distribution pursuant to a registration statement; or (ii) an exempt sale pursuant to Rule 144 or Rule 144A under the Act of the securities represented thereby) shall also bear such legend.
Legend on Warrant Shares. If required under applicable law, rule or regulation, the Warrant Shares to be issued upon exercise of any Warrant shall be stamped or imprinted with a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT AND LAWS. If the Warrant Shares are issued with the aforementioned legend, upon the occurrence of any event permitting the removal of such legend, the Company, upon the surrender of certificates containing such legend, shall, at its own expense, deliver to the holder one or more new certificates evidencing Warrant Shares not bearing such legend.
Legend on Warrant Shares. If and for so long as required by the Investment Agreement, this Warrant Certificate shall contain a legend as set forth in Section 8.10 of the Investment Agreement.
