Common use of Legend on Warrant Shares Clause in Contracts

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. 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 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, as amendedAS AMENDED, or the Georgia Securities Act of OR THE GEORGIA SECURITIES ACT OF 1973, as amended AS AMENDED ("the ActsTHE ACTS"), or the securities laws of any stateOR THE SECURITIES LAWS OF ANY STATE. They may not be soldTHEY MAY NOT BE SOLD, transferredTRANSFERRED, assignedASSIGNED, pledgedPLEDGED, hypothecatedHYPOTHECATED, encumberedENCUMBERED, or otherwise disposed of unlessOR OTHERWISE DISPOSED OF UNLESS, in the opinion of counsel reasonably acceptable to the issuerIN 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 registrationSUCH 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. Each certificate for Warrant Shares shares initially 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 legends (and any additional legend required by the Agreement, 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 "the ActsAct"), 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 absence of counsel reasonably acceptable to the issuer, such transfer would be pursuant to an effective registration statement under said Acts or pursuant to Act and all other applicable securities laws, unless an exemption from registration is available. The securities represented by this certificate are subject to the Company's right of first refusal set forth in the issuer's bylaws, and none of such registrationsecurities, or any interest therein, shall be transferred, pledged, encumbered or otherwise disposed of except as provided in such bylaws, a copy of which is on file in the Company's office and will be made available for inspection to any properly interested person without charge upon written request. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend legends (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 legends 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 The provisions of Article IV shall be binding upon all subsequent holders Holders of this Warrant.

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 "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. 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 a legend 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 as follows: THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended, or the Georgia Securities Act of 1973, as amended ("the ActsAS AMENDED("THE SECURITIES ACT"), or the securities laws of any stateOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND HAVE BEEN SOLD IN RELIANCE UPON EXEMPTIONS THEREUNDER. They may not be soldTHE SALE, transferredPLEDGE OR OTHER TRANSFER OF SUCH SECURITIES IS RESTRICTED IN ACCORDANCE WITH THE SECURITIES ACT AND SUCH SECURITIES LAWS. THE HOLDER HEREOF AGREES THAT THESE SECURITIES MAY NOT BE SOLD, assignedPLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO THE COMPANY, pledged(2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, 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 registrationOR (3) IN COMPLIANCE WITH OR PURSUANT TO EXEMPTIONS FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of the securities represented thereby) also shall also bear such legends unless, in the above case of the legend unlessregarding registration under the Securities Act, in the opinion of counsel reasonably acceptable 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 Warrantrequire such legend.

Legend on Warrant Shares. Each certificate for Warrant Shares initially issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares Warrant Shares are registered under the ActAct and applicable state securities laws, shall bear substantially the following legend (and or a legend that is substantial similar thereto)(and any additional legend required by law or by any national securities exchanges exchange upon which such shares Warrant Shares may, at the time of such exercise, be listed or under applicable securities lawslisted): "The securities shares represented by this certificate have not been registered under the federal Securities Act of 19331933 or applicable state securities laws, as amendedif any, or and neither the Georgia Securities Act of 1973, as amended ("the Acts"), or the securities laws of shares nor any state. They interest therein may not be sold, transferred, assigned, pledged, hypothecated, encumbered, pledged or otherwise disposed of unless, in the absence of (i) an opinion of counsel reasonably acceptable or other evidence satisfactory to the issuer, issuer hereof that such transfer would disposition may lawfully be pursuant to an effective made without such registration statement under said Acts or pursuant to an exemption from (ii) such registration. The shares represented by this certificate are subject to restrictions on transfer contained in the Warrant pursuant to which such shares were issued which provide, among other things, that the shares may not be transferred without obtaining certain evidence of compliance with the securities laws." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except or one substantially similar thereto)(except a new certificate issued upon completion of a public distribution pursuant to a registration statement which has become effective under the Act of the securities represented thereby) shall also bear the above such legend unless, in the opinion of such counsel to as shall be approved by the Company, the securities represented thereby need no longer be subject to the restrictions on transferabilitycontained in Section 3. In addition, the The provisions of Article IV Section 3 shall be binding upon all subsequent holders of this Warrant.

Legend on Warrant Shares. Each certificate for Warrant Shares initially issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, Warrants shall bear substantially the following legend (and any additional legend required by any national securities exchanges upon which such shares maylegend, unless, at the time of such exercise, be listed or such Warrant Shares are subject to a currently effective Registration Statement under applicable securities laws): The securities represented by this certificate have not been registered under (as that term is defined in Section 11.1) the federal Securities Act of 1933, as amended, or the Georgia Securities Act of 1973, as amended (the "the Acts1933 Act")): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or the securities laws of any state. They may not be soldAS AMENDED, transferredOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, assignedEXCHANGED, pledgedHYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 11 OF THE REPRESENTATIVE'S WARRANT AGREEMENT DATED ________, hypothecated1998, 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. 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 Registration Statement under the Act 1933 Act, of the securities represented thereby) shall also bear the above legend unless, in the opinion of counsel to the Company's counsel, 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 Warrantsuch restrictions.

Legend on Warrant Shares. Each certificate for Warrant Shares initially issued ------------------------ upon exercise of this a Warrant, unless at the time of exercise such shares 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 "the ActsSecurities Act"), or shall bear the securities laws of any state. They may not be soldfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, transferredSOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, assignedDIRECTLY OR INDIRECTLY, pledgedNOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, hypothecatedWITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, encumberedSUCH COMPLIANCE AT THE OPTION OF THE CORPORATION, or otherwise disposed of unlessTO BE EVIDENCED BY AN OPINION OF STOCKHOLDER'S COUNSEL, in the opinion of counsel reasonably acceptable to the issuerIN FORM ACCEPTABLE TO THE CORPORATION, such transfer would be pursuant to an effective registration statement under said Acts or pursuant to an exemption from such registrationTHAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. 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 securities represented thereby) shall also bear the above legend unless, in unless the Company receives an opinion of counsel acceptable to the Company, Company that registration or qualification of the securities represented thereby need no longer be subject under the laws referred to the restrictions on transferability. In addition, the provisions of Article IV shall be binding upon all subsequent holders of this Warranttherein is not required.

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 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended, or the Georgia Securities Act of 1973, as amended AS AMENDED (THE "the ActsACT"), or the securities laws of any state. They may not be soldAND AS SUCH MAY NOT BE OFFERED, transferredSOLD, assignedOR OTHERWISE TRANSFERRED, pledgedPLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH WARRANT OR SECURITIES, hypothecatedOR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT OR UNLESS THE COMPANY SHALL RECEIVE AN OPINION FROM COUNSEL TO HOLDER, 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. REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT 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 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. Each certificate for Warrant Shares ------------------------ initially issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares Warrant Shares are registered under the Act, shall bear substantially the following legend (and any additional legend required by any national securities exchanges exchange upon which such shares Warrant Shares may, at the time of such exercise, be listed or under applicable securities laws): listed) on the face thereof: "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 The transfer of unless, in the opinion of counsel reasonably acceptable securities represented hereby is subject to the issuerrestrictions set forth in Section 3 of the Warrant or Warrants exchanged for the securities represented by this certificate, copies of which Warrant or Warrants are available for inspection at the office of Video City, Inc., and no transfer of such transfer would securities shall be pursuant to an valid or effective registration statement under unless and until the terms and conditions of such Section 3 of said Acts Warrant or pursuant to an exemption from such registration. Warrants shall have been complied with." 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 an effective registration statement or (ii) an exempt sale pursuant to Rule 144 under the Act of the securities represented thereby) shall also bear the above such legend unless, in the written opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP or such other counsel for the holder thereof as shall be reasonably acceptable to the Company, delivered to the Company to the effect that the securities represented thereby need no longer be subject to the restrictions on transferabilitycontained in said Section 3. In addition, The Company agrees to pay the fees and expenses of any such counsel representing the Initial Warrantholder rendering such opinion but in all other cases such fees and expenses shall be borne by the Warrantholder. The provisions of Article IV said Section 3 shall be binding upon all subsequent holders of this Warrant.

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 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended, or the Georgia Securities Act of 1973, as amended AS AMENDED (THE "the ActsACT"), or the securities laws of any state. They may not be soldAND AS SUCH MAY NOT BE OFFERED, transferredSOLD, assignedOR OTHERWISE TRANSFERRED, pledgedPLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH WARRANT OR SECURITIES, hypothecatedOR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT OR UNLESS THE COMPANY SHALL RECEIVE AN OPINION FROM COUNSEL TO HOLDER, 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. REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT 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 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.no

Legend on Warrant Shares. Each certificate for Warrant Shares initially issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares Warrant Shares are registered with the Securities and Exchange Commission (the "Commission") 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 "the ActsAct"), or shall bear the securities laws of any state. They may not be soldfollowing legend: THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, transferredAS AMENDED (THE "ACT"), assignedOR ANY STATE SECURITIES OR BLUE SKY LAWS, pledgedAND MAY NOT BE SOLD, hypothecatedASSIGNED, encumberedTRANSFERRED, or otherwise disposed of unlessPLEDGED, 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 registrationHYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER 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 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 such counsel to as shall be reasonably approved by 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 Warrantsuch restrictions.

Legend on Warrant Shares. Each certificate for Warrant Shares initially issued ------------------------ upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, Warrants shall bear substantially the following legend (and any additional legend required by any national securities exchanges upon which such shares maylegend, unless, at the time of such exercise, be listed or such Warrant Shares are subject to a currently effective Registration Statement under applicable securities laws): The securities represented by this certificate have not been registered under (as that term is defined in Section 11.1) the federal Securities Act of 1933, as amended, or the Georgia Securities Act of 1973, as amended (the "the Acts1933 Act")): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or the securities laws of any state. They may not be soldAS AMENDED, transferredOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, assignedEXCHANGED, pledgedHYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 11 OF THE REPRESENTATIVE'S WARRANT AGREEMENT DATED APRIL ____, hypothecated1998, 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. 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 Registration Statement under the Act 1933 Act, of the securities represented thereby) shall also bear the above legend unless, in the opinion of counsel to the Company's counsel, 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 Warrantsuch restrictions.