Common use of Legend on Warrant Shares Clause in Contracts

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.

Appears in 4 contracts

Samples: Warrant And (Ruby Mining Co), Warrant And (Ruby Mining Co), Warrant And (Ruby Mining Co)

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Legend on Warrant Shares. Each certificate for shares initially Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares shares are registered under the Act, shall bear a legend in substantially the following form legend (and any additional legend required by any national securities exchange exchanges upon which such Warrant Shares shares may, at the time of such exercise, be listed) on the face thereof: "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 securities laws of any state and state. They may not be sold sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise transferred except 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 Act or the written opinion of counsel pursuant to The Admiralty Corporation that an exemption from such registration is not required." 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: (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 the above 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 belowon transferability. The In addition, the provisions of Article 3 below IV shall be binding upon all subsequent Holders holders of this Warrant.

Appears in 1 contract

Samples: Daybreak Oil & Gas Inc

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 requiredan available exemption therefrom." 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 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 holders of this Warrant.

Appears in 1 contract

Samples: Catheter Technology Group Inc

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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 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) on the face thereof: "The securities represented by this certificate have not been registered under the Securities Act of THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS 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 requiredAND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT." 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 sale pursuant to a an effective 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 written opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP or such other counsel for the Holder 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 contained in Article 3 belowsaid Section 3. 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 said Section 3 below shall be binding upon all subsequent Holders holders of this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Javelin Systems Inc)

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