Common use of Legend; Restrictive Notation Clause in Contracts

Legend; Restrictive Notation. Such Purchaser understands that the book-entry account maintained by the transfer agent evidencing ownership of the Purchased Shares will bear the following legend or restrictive notation: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION THEREUNDER AND PROVIDED THAT THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.” Such legend shall not be required on any Purchased Shares (a) while a registration statement covering the resale of such Purchased Shares is effective under the Securities Act, (b) following the sale of such Purchased Shares pursuant to Rule 144, provided the Company receives a legal opinion reasonably acceptable to it to the effect that the sale of such Purchased Shares is exempt under Rule 144, or (c) if such Purchased Shares may be sold under Rule 144 without restriction and without the need for current public information.

Appears in 2 contracts

Sources: Common Stock Subscription Agreement, Common Stock Subscription Agreement (Nisource Inc/De)

Legend; Restrictive Notation. Such Purchaser understands that the book-book- entry account maintained by the transfer agent evidencing ownership of the Purchased Shares will bear the following legend or restrictive notation: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION THEREUNDER AND PROVIDED THAT THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.” Such legend shall not be required on any Purchased Shares (a) while a registration statement covering the resale of such Purchased Shares is effective under the Securities Act, (b) following the sale of such Purchased Shares pursuant to a registration statement covering the resale of such Purchases Shares or pursuant to Rule 144, provided that, in the case of a resale pursuant to Rule 144, the Company receives a legal opinion reasonably acceptable to it to the effect that the sale of such Purchased Shares is exempt under Rule 144, or (c) if such Purchased Shares may be sold under Rule 144 without restriction and without the need for current public information.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (National Fuel Gas Co)

Legend; Restrictive Notation. Such The Purchaser understands that the certificates evidencing the Purchased Units or the book-entry account maintained by the transfer agent evidencing ownership of the Purchased Shares Units, as applicable, will bear the following legend or restrictive notation: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION THEREUNDER AND PROVIDED THAT THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.” Such legend shall not be notation required on any Purchased Shares by the Partnership Agreement as well as the following legends or restrictive notations: (a) while a “These securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction. These securities may not be sold or offered for sale, pledged or hypothecated except pursuant to an effective registration statement covering under the resale Securities Act or pursuant to an exemption from registration thereunder which, in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to the counsel for the Partnership, is available, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such Purchased Shares is effective securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act, .” (b) following “The securities represented hereby are subject to certain restrictions on transfer pursuant to a private transaction set forth in Section 5.2 of that certain Common Unit Purchase Agreement dated as of May 19, 2014 among the sale issuer of such Purchased Shares securities (the “Partnership”) and the other party or parties named therein. A copy of the provisions of such agreement setting forth such restrictions on transfer is on file with the secretary of the General Partner of the Partnership. For the avoidance of doubt, such restrictions do not create any limitations or otherwise affect in any manner any transaction that is not a private transaction. For example, such restrictions do not apply to any resale pursuant to Rule 144, provided the Company receives a legal opinion reasonably acceptable to it to the effect registration statement.” The Purchaser understands that the sale certificates evidencing the Distribution Units or the book-entry account maintained by the transfer agent evidencing ownership of such Purchased Shares is exempt under Rule 144the Distribution Units, as applicable, will bear the legend or (c) if such Purchased Shares may be sold under Rule 144 without restriction and without restrictive notation required by the need for current public information.Partnership Agreement as well as the legends or restrictive notations set forth in Section 4.8(a)

Appears in 1 contract

Sources: Common Unit Purchase Agreement (Stonemor Partners Lp)

Legend; Restrictive Notation. Such Purchaser understands that the certificates evidencing the Purchased Shares or the book-entry account maintained by the transfer agent evidencing ownership of the Purchased Shares Shares, as applicable, will bear the following legend or restrictive notation: “THESE THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EXEMPTION FROMEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION NOT SUBJECT TOEXEMPT FROM REGISTRATION, REGISTRATION THEREUNDER AND PROVIDED THAT UNLESS THE ISSUER COMPANY HAS RECEIVED DOCUMENTATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH ACTOTHER APPLICABLE LAWS. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SUBSCRIPTION AGREEMENT, DATED AS OF FEBRUARY 9, 2022, BY AND AMONG TEAM, INC. AND THE OTHER PARTIES THERETO.” Such legend shall not be required on any Purchased Shares (a) while a registration statement covering the resale of such Purchased Shares is effective under the Securities Act, (b) following the sale of such Purchased Shares pursuant to Rule 144, provided the Company receives a legal opinion reasonably acceptable to it to the effect that the sale of such Purchased Shares is exempt under Rule 144, or (c) if such Purchased Shares may be sold under Rule 144 without restriction and without the need for current public information.

Appears in 1 contract

Sources: Common Stock Subscription Agreement (Team Inc)