Common use of Legend on Warrant Shares Clause in Contracts

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.

Appears in 3 contracts

Samples: Warrant And (Summit Brokerage Services Inc / Fl), Warrant And (Summit Financial Services Group Inc), Warrant And (Summit Financial Services Group Inc)

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Legend on Warrant Shares. Each certificate for shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares shares are registered under the Act, shall bear a conspicuous legend in substantially similar to the following formfollowing: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), or the securities laws of any state and state. They may not be sold sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise transferred disposed of except pursuant to an effective registration statement relating to such transaction under the Act and all other applicable securities laws or a written opinion pursuant to an exemption from the registration provisions of counsel satisfactory to Summit Brokerage Services, Inc. that such registration is not required." the Act and other applicable securities laws. 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) of a public distribution pursuant to a registration statement; or (ii) an exempt sale pursuant to Rule 144 or Rule 144A statement under the Act of the securities represented thereby) shall also bear such a legend substantially similar to the foregoing, 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 belowon transferability. The provisions of Article 2 below IV shall be binding upon all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Online Resources & Communications Corp, Online Resources & Communications Corp

Legend on Warrant Shares. Each certificate for shares Warrant 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 conspicuous legend in substantially the following formlegend (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 a written opinion of counsel satisfactory to Summit Brokerage Services, Inc. that such registration is not requiredstate." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of: of (i) a public distribution pursuant to a registration statement; 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 Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx or such other 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 belowsaid Section 3. The provisions of Article 2 below said Section 3 shall be binding upon all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Cardiac Control Systems Inc

Legend on Warrant Shares. Each certificate for shares Warrant 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 conspicuous legend in substantially the following formlegend (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 a written opinion of counsel satisfactory to Summit Brokerage Services, Inc. that such registration is not requiredstate." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of: of (i) a public distribution pursuant to a registration statement; 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 Orrick, Herringxxx & Xxxxliffe LLP or such other 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 belowsaid Section 3. The provisions of Article 2 below said Section 3 shall be binding upon all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Netrix Corp

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Legend on Warrant Shares. Each certificate for shares Warrant 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 conspicuous legend in substantially the following form: legend (and any additional legend required by any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or . The transfer of the laws securities represented hereby is subject to the restrictions set forth in Article III of any state and may not be sold or otherwise transferred except the Warrant pursuant to an effective registration statement or which such securities were issued, a written opinion copy of counsel satisfactory to Summit Brokerage Services, Inc. that such registration which Warrant is not requiredavailable for inspection at the office of Corporation." 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) of a public distribution of the securities represented thereby pursuant to a registration statement; or (ii) an exempt sale pursuant to Rule 144 or Rule 144A statement under the Act of the securities represented therebyAct) shall also bear such legend unless, in the written opinion of counsel for the holder thereof as shall be reasonably acceptable to the CompanyCorporation of counsel reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to the restrictions contained in said Article 2 belowIII. The provisions of said Article 2 below III shall be binding upon all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Andlinger Capital Xiii LLC)

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