Common use of Legend Clause in Contracts

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 12 contracts

Samples: Warrant (Ia Global Inc), Warrant (Ia Global Inc), Ia Global Inc

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Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such shares certificates): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 12 contracts

Samples: Exchange Agreement (NewLead Holdings Ltd.), Exchange Agreement (NewLead Holdings Ltd.), Exchange Agreement (NewLead Holdings Ltd.)

Legend. Unless The Purchaser understands that, until such time as a registration statement has been declared effective or the shares Securities and Warrant Shares may be sold by non-affiliates of Warrant Stock have been registered the Company pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this the certificates for the Securities and Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares shall bear on the face thereof a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of the certificates for the Securities and Warrant Shares): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE UNDER THE SECURITIES LAWS AND OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT."

Appears in 11 contracts

Samples: Stock Purchase and Registration Rights Agreement (Startech Environmental Corp), Stock Purchase & Registration Rights Agreement (Startech Environmental Corp), Stock Purchase & Registration Rights Agreement (Startech Environmental Corp)

Legend. Unless The Buyer understands that the shares of Preferred Stock, the Warrants, and until such time as the Conversion Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue Common Stock certificates without the Legend to the holder of the applicable Preferred Stock or any Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 6 contracts

Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc), Registration Rights Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Cynet Inc)

Legend. Unless the shares of Warrant Stock have been registered under the The Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof a legend in substantially the following legendform, and the Creditor understands that the Company shall be required to refuse to register any transfer of the Securities not made in accordance with applicable U.S. securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT BEEN REGISTERED U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR OTHERWISE TRANSFERRED INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND COMPLIANCE IN EACH CASE ONLY IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, OR (III) UPON HEDGING TRANSACTIONS INVOLVING THE DELIVERY TO IA GLOBAL, INCSECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. (“UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED1933 ACT.

Appears in 6 contracts

Samples: Debt Settlement Agreement and Release (Freeseas Inc.), Debt Settlement Agreement and Release (Freeseas Inc.), Debt Settlement Agreement and Release (Freeseas Inc.)

Legend. Unless It is understood by the shares of Warrant Stock have been registered under Purchaser that each certificate representing the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares shall bear on the face thereof be endorsed with a legend substantially in the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.” Subject to Section 7.3, the Company need not register a transfer of Shares unless the conditions specified in the foregoing legend are satisfied. Subject to Section 7.3, the Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)

Legend. Unless the shares of Warrant Stock have has been registered under the Securities ActAct on Form S-1 or Form S-3, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 6 contracts

Samples: Westmountain Index Advisor Inc, Westmountain Index Advisor Inc, Westmountain Index Advisor Inc

Legend. Unless The Buyer understands that the shares of Notes, the Warrants, and until such time as the Conversion Shares, the Warrant Stock Shares and the Interest Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Notes or any Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cynet Inc), Securities Purchase Agreement (Go Online Networks Corp /De/), Securities Purchase Agreement (Nurescell Inc)

Legend. Unless the shares of Warrant Stock have been registered under the Securities ActAct on Form S-1 or Form S-3, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 5 contracts

Samples: Ia Global Inc, Ia Global Inc, Visualant Inc

Legend. Unless Except as otherwise provided, until such time as the shares of Warrant Stock Shares have been registered under the Securities Act1933 Act or otherwise may be sold pursuant to Rule 144, upon exercise Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of this securities as of a particular date that can then be immediately sold, each certificate for the Warrant and the issuance of any Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the shares of Warrant Stocklegend, all certificates representing shares shall bear on the face thereof a legend substantially in the following legendform, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER EVIDENCE SATISFACTORY TO APPLICABLE EXEMPTION. NOTWITHSTANDING THE COMPANY THAT SUCH REGISTRATION AND/ FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR COMPLIANCE IS NOT REQUIREDOTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Appears in 5 contracts

Samples: Home Bistro, Inc. /NV/, Home Bistro, Inc. /NV/, Home Bistro, Inc. /NV/

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all The certificates representing shares shall the Units will bear a legend denoting the restrictions on transfer. The Subscriber agrees to sell, assign or transfer the face thereof Units only in accordance with such restrictions. The legend will be in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR ANY OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT LAWS, (ID) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND OR ANY APPLICABLE STATE SECURITIES LAWS, OR (III) UPON AND THE DELIVERY HOLDER HAS, PRIOR TO IA GLOBALSUCH SALE, INC. (FURNISHED TO THE “COMPANY”) OF CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE IS NOT REQUIREDWITH THE U.S. SECURITIES ACT.

Appears in 5 contracts

Samples: Geopetro Resources Company (Geopetro Resources Co), Subscription Agreement (Geopetro Resources Co), Registration Rights Agreement (Geopetro Resources Co)

Legend. Unless All certificates evidencing the shares of Warrant Stock have been registered under to be issued to the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Holder may bear on the face thereof substantially the following legendlegends: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE UNDER THE SECURITIES LAWS OF ANY STATE, AND THE SAME HAVE BEEN ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN COMPLIANCE WITH RULE 144 UNDER THE ACT WARRANT PURCHASE AGREEMENT, DATED AS OF JUNE 9, 2005, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF THESE SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANYUNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 5 contracts

Samples: Warrant Purchase Agreement (Exelixis Inc), Exelixis Inc, Exelixis Inc

Legend. Unless To insure compliance with the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any provisions of the shares of Warrant StockAct and State Acts, all certificates representing shares the Note, the Fee Shares and New Equity Securities shall bear on a legend (the face thereof "Regulation S Restrictive Legend") substantially the following legendas follows: "THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY APPLICABLE STATE UNDER ANY STATE SECURITIES LAWS AND LAW. THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS SUCH OFFERS, SALES, AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR (III) UPON ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE DELIVERY TO IA GLOBALACT. FURTHERMORE, INC. (HEDGING TRANSACTIONS INVOLVING THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDACT."

Appears in 4 contracts

Samples: Note Purchase Agreement (Biolife Solutions Inc), Note Purchase Agreement (Biolife Solutions Inc), Note Purchase Agreement (Biolife Solutions Inc)

Legend. Unless Each certificate representing Transfer Securities held by the shares of Warrant Stock have been registered under the Key Holders or Transfer Securities Act, upon exercise of this Warrant and the issuance of issued to any of the shares of Warrant Stock, all certificates representing shares permitted transferee in connection with a transfer permitted by Subsection 3.1 hereof shall bear on the face thereof substantially be endorsed with the following legend: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND . SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, PLEDGE, HYPOTHECATION OR (III) TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE ISSUER’S BYLAWS, A CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AND A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT AMONG THE HOLDER, THE ISSUER AND CERTAIN OTHER HOLDERS OF EQUITY OF THE ISSUER. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY WRITTEN REQUEST TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECRETARY OF THE ISSUER. Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder.

Appears in 4 contracts

Samples: License Agreement (Myovant Sciences Ltd.), License Agreement (Myovant Sciences Ltd.), License Agreement (Myovant Sciences Ltd.)

Legend. Unless The Purchaser understands and agrees that the shares of Warrant Stock have been registered under certificate(s) or the Securities Actdocuments representing the Shares will bear one or more restrictive legends determined by counsel to the Company to be necessary or appropriate in order to comply with United States federal or state securities laws or to secure or protect any applicable exemptions from registration or qualification, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof including a legend in substantially the following legendform and the Purchaser agrees to abide by the terms thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)) OR ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR ANY APPLICABLE STATE SOLD IN THE UNITED STATES OR TO A “U.S. PERSON” (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS SUCH SECURITIES LAWS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION AND ITS COUNSEL. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) CONDUCTED UNLESS IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDACT.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Gilax, Corp.), Stock Purchase Agreement (Daulton Capital Corp.), Stock Purchase Agreement (Proconcept Marketing Group Inc)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. O2DIESEL CORPORATION (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 4 contracts

Samples: O2diesel Corp, O2diesel Corp, O2diesel Corp

Legend. Unless the shares of Warrant Stock have been registered under the Securities ActAct on Form S-3, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 4 contracts

Samples: Ia Global Inc, Ia Global Inc, Ia Global Inc

Legend. Unless the shares of Warrant Stock The Holder understands that Exchange Shares have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Exchange Shares shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 3 contracts

Samples: Exchange Agreement (Marathon Patent Group, Inc.), Exchange Agreement (Exactus, Inc.), Exchange Agreement (Marathon Patent Group, Inc.)

Legend. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of this Warrant any of the Warrants and the issuance of any of the shares of Warrant StockStock or Other Securities, all certificates representing shares such securities shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD TRANSFERRED, SOLD, CONVEYED, PLEDGED, GIFTED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT (I) DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTIONS FROM REGISTRATION STATEMENT UNDER FROM THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 THE RULES PROMULGATED THEREUNDER AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON PROVIDED THAT THE DELIVERY INVESTOR DELIVERS TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDTHEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Appears in 3 contracts

Samples: Bioheart, Inc., Bioheart, Inc., Bioheart, Inc.

Legend. Unless It is understood that any certificates evidencing the shares of Warrant Stock have been registered under the Purchased Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall will bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY ARE SUBJECT TO RESTRICTIONS ON TRANSFER (A) UNDER THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES INSTRUMENT PURSUANT TO WHICH THEY WERE ISSUED AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED (B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE AND STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT DISPOSED OF UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERED UNDER THE ACT AND COMPLIANCE WITH SUCH STATE APPLICABLE SECURITIES LAWS, (II) IN COMPLIANCE WITH SUCH TRANSACTION IS PURSUANT TO RULE 144 144, RULE 144A OR REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSOF 1933, AS AMENDED, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREGISTRATION.” The certificates evidencing the Purchased Securities shall not be required to contain such legend or any other legend after (i) such securities are registered for resale under the Securities Act, (ii) following any sale of such securities pursuant to and in accordance with Rule 144, (iii) if such securities are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Staff of the Commission).

Appears in 3 contracts

Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp)

Legend. Unless the shares of Warrant Stock The Holder understands that Exchange Shares have been registered issued (or will be issued in the case of the other Securities) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT OR ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE TO THE HOLDER (IF REQUESTED BY THE COMPANY), WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 3 contracts

Samples: Exchange Agreement (LiveOne, Inc.), Exchange Agreement (LiveOne, Inc.), Exchange Agreement (LiveOne, Inc.)

Legend. Unless The Holder understands that Exchange Shares and the shares of Exchange Warrant Stock have been registered issued (or will be issued in the case of the Conversion Shares and the Warrant Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the Exchange Shares and the issuance Exchange Warrant shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 3 contracts

Samples: Exchange Agreement (Inspire Veterinary Partners, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.), Exchange Agreement (Inspire Veterinary Partners, Inc.)

Legend. Unless The Purchaser understands that, until such time as a Registration Statement has been declared effective or the shares of Warrant Stock have been registered Purchaser Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Purchaser Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SHARES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Digital Domain Media Group, Inc.), Stock Purchase Agreement (Digital Domain), Stock Purchase Agreement (Digital Domain Media Group, Inc.)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such shares certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 3 contracts

Samples: Settlement Agreement (NewLead Holdings Ltd.), Settlement Agreement (NewLead Holdings Ltd.), Settlement Agreement (NewLead Holdings Ltd.)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 3 contracts

Samples: Exchange Agreement (Drone Aviation Holding Corp.), Exchange Agreement (MGT Capital Investments Inc), Exchange Agreement (Bitcoin Shop Inc.)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 3 contracts

Samples: Exchange Agreement (Protea Biosciences Group, Inc.), Exchange Agreement (Protea Biosciences Group, Inc.), Exchange Agreement (Polarityte, Inc.)

Legend. Unless It is understood by the shares of Warrant Stock have been registered under Investor that each certificate representing the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof be endorsed with a legend substantially in the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.” Subject to Section 7.3, the Company need not register a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. Subject to Section 7.3, the Company may also instruct its transfer agent not to register the transfer of any of the Securities unless the conditions specified in the foregoing legend are satisfied.

Appears in 3 contracts

Samples: Exchange Agreement (Temasek Holdings (Private) LTD), Exchange Agreement (Total S.A.), Exchange Agreement (Amyris, Inc.)

Legend. Unless the shares of Warrant Stock have been registered under the Securities ActEach certificate representing a Unit, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stockif any, all certificates representing shares shall bear on the face thereof will be stamped or otherwise imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE . THESE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT CONDITIONS SPECIFIED IN THE AMENDED AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSRESTATED LIMITED LIABILITY COMPANY AGREEMENT OF XXXXXXX MINERALS HOLDINGS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. LLC (THE “COMPANY”ISSUER OF THESE SECURITIES) AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF AN OPINION THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SECRETARY OF THE ISSUER OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.” ARTICLE X

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Brigham Minerals, Inc.), Limited Liability Company Agreement (Brigham Minerals, Inc.), Limited Liability Company Agreement (Brigham Minerals, Inc.)

Legend. Unless Each Purchaser understands that, until such time as the shares of Warrant Stock have been registered Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR (III) UPON LAWS AND THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) SECURITIES LAWS OF AN OTHER JURISDICTIONS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT TO SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Appears in 3 contracts

Samples: Share Purchase Agreement (Mer Telemanagement Solutions LTD), Share Purchase Agreement (Friedman Tzvika), Purchase Agreement (Mer Telemanagement Solutions LTD)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant StockThis Debenture, all certificates representing shares Common Shares upon voluntary conversion and the Private Placement Securities acquired in the Qualified Offering shall bear on the face thereof be stamped or imprinted with a legend in substantially the following legendform: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) IN COMPLIANCE WITH UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144 A UNDER SAID ACT. NOTWITHSTANDING THE ACT AND APPLICABLE STATE FOREGOING, THE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 3 contracts

Samples: Escrow Agreement (Wizard World, Inc.), Wizard World, Inc., Wizard World, Inc.

Legend. Unless the shares of Warrant Stock have been registered under The Securities are not certificated. If the Securities Act, upon exercise of sold pursuant to this Warrant and Subscription Agreement become certificated in the issuance of any of the shares of Warrant Stockfuture, all such certificates representing shares shall bear on the face thereof Securities sold pursuant to this Subscription Agreement will be imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO THE PROVISIONS OF THE COMPANY’S AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS MAY BE AMENDED, RESTATED OR REPLACED AND (2) (i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (ii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (IMH Financial Corp), Limited Liability Company Agreement (IMH Financial Corp), Limited Liability Company Agreement (IMH Financial Corp)

Legend. Unless The Purchaser understands that, until such time as a registration statement has been declared effective or the shares of Warrant Stock have been registered Securities may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Securities bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 3 contracts

Samples: Purchase Agreement (Salon Media Group Inc), Purchase Agreement (Salon Media Group Inc), Purchase Agreement (Salon Media Group Inc)

Legend. Unless The Purchaser understands that, until such time as a registration statement has been declared effective or the shares Securities and Warrant Shares may be sold by non-affiliates of Warrant Stock have been registered the Company pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this the certificates for the Securities and Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares shall bear on the face thereof a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of the certificates for the Securities and Warrant Shares): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE UNDER THE SECURITIES LAWS AND OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

Appears in 2 contracts

Samples: Stock Purchase & Registration Rights Agreement (Startech Environmental Corp), Stock Purchase & Registration Rights Agreement (Startech Environmental Corp)

Legend. Unless Neither the shares Warrants nor the Warrant Shares issuable upon exercise of Warrant Stock the Warrants have been or will be registered under the Securities Act, upon exercise of this Warrant and the issuance of Act or under any state securities laws of the shares of United States, except as provided under the Registration Rights Agreement. Except as otherwise permitted by Section 2.3, each Warrant Stock, all certificates Certificate and each certificate representing shares the Warrant Shares shall bear on the face thereof substantially the following legendlegends or such variations thereof as the Company may prescribe from time to time: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH THE SECURITIES ACT, (B) RULE 903 or 904 UNDER THE SECURITIES ACT, OR (C) RULE 144 UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS(UPON FURNISHING TO THE COMPANY SUCH REPRESENTATION LETTERS OR OPINION OF U.S. COUNSEL AS THE COMPANY MAY REQUIRE), OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE U.S. COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY COMPANY, SHALL BE PROVIDED TO THE COMPANY, PROVIDING THAT SUCH REGISTRATION AND/ SALE, TRANSFER OR COMPLIANCE IS ASSIGNMENT DOES NOT REQUIREDREQUIRE REGISTATION UNDER THE SECURITIES ACT.

Appears in 2 contracts

Samples: Realm Therapeutics PLC, Realm Therapeutics PLC

Legend. Unless The Buyer understands that the shares of Notes, the Warrants, and until such time as the Conversion Shares, the Warrant Stock Shares and the Interest Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Notes or any Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sales Online Direct Inc), Securities Purchase Agreement (Stan Lee Media Inc)

Legend. Unless It is understood by such Purchaser that any certificate representing any Units and each certificate representing the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares shall bear on the face thereof substantially be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE . THE SECURITIES LAWS ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR OTHERWISE TRANSFERRED EXCEPT TO U.S. PERSONS (IAS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION FROM THE REGISTRATION STATEMENT UNDER REQUIREMENTS OF THE ACT AND COMPLIANCE THE PURCHASER WILL BE PROVIDED WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO THE COMPANY CONFIRM THAT SUCH REGISTRATION AND/ OR EXEMPTION IS AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE IS NOT REQUIREDWITH THE ACT." The Company need not register a transfer of Shares unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied.

Appears in 2 contracts

Samples: Stock Subscription Agreement (Persistency), Stock Subscription Agreement (Far East Energy Corp)

Legend. Unless The Purchaser understands that, until such time as the shares of Warrant Stock have Registration Statement has been registered declared effective or the Shares and the Option Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold thereon, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Babyuniverse, Inc.), Stock Purchase Agreement (Babyuniverse, Inc.)

Legend. Unless Until sold pursuant to the shares provisions of Warrant Stock have been Rule 144 or otherwise registered under the Securities Act, upon the Warrant Shares issued on exercise of this Warrant the Warrants shall be subject to a stop transfer order and the issuance of any of the shares of Warrant Stock, all certificate or certificates representing shares the Warrant Shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD ,PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED EXCEPT UNLESS (I1) PURSUANT A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND OR APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 2 contracts

Samples: Note Purchase Agreement (Small World Kids Inc), Note Purchase Agreement (Small World Kids Inc)

Legend. Unless the shares of Warrant Stock have been registered under the The Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof a legend in substantially the following legendform, and the Creditor understands that the Company shall be required to refuse to register any transfer of the Securities not made in accordance with applicable U.S. securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT BEEN REGISTERED U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR OTHERWISE TRANSFERRED INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND COMPLIANCE IN EACH CASE ONLY IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, OR (III) UPON HEDGING TRANSACTIONS INVOLVING THE DELIVERY TO IA GLOBAL, INCSECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. (“UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED1933 ACT.

Appears in 2 contracts

Samples: Debt Settlement Agreement and Release (Freeseas Inc.), Debt Settlement Agreement and Release (Freeseas Inc.)

Legend. Unless The Purchaser understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities Act, upon exercise of this Warrant and shall bear any legend as required by the issuance “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THE SECURITIES, NOR THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR MAY BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 2 contracts

Samples: Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (ARCA Biopharma, Inc.)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall The Shares bear on the face thereof substantially the following legendlegend and appropriate "stop transfer" instructions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE AND THESE SECURITIES LAWS AND MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (IA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSACT, (IIB) TO A NON-U.S. PERSON IN COMPLIANCE AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (IF AVAILABLE) OR (IIIE) UPON PURSUANT TO ANY OTHER EXEMPTION FROM THE DELIVERY TO IA GLOBALREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCIN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. (HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES ACT.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dragon Enterprises, Ltd.), Stock Purchase Agreement (Dragon Enterprises, Ltd.)

Legend. Unless The following legend will be affixed on the shares of Warrant Stock have been registered under certificates representing the Securities Act, upon exercise of this Warrant Shares owned by the Optionor and the issuance of any of Optionee will affix this legend on each share certificate subsequently issued to the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legendOptionor: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT”), ") OR ANY APPLICABLE STATE THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT OR ASSIGNED ONLY (I1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THE COMPANY; (2) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, 1933 ACT; (II3) IN COMPLIANCE ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (4) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS; PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER, OR (III) UPON ASSIGNMENT, THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY WILL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION AND/ PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE IS NOT REQUIREDWITH THE 1933 ACT."

Appears in 2 contracts

Samples: Option Agreement (Aberdene Mines LTD), Option Agreement (Aberdene Mines LTD)

Legend. Unless [INVESTOR] understands that the shares of Warrant Stock Shares have been registered issued pursuant to an exemption from registration or qualification under the Securities Act1933 Act and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Shares shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY the Company), IN A FORM REASONABLY ACCEPTABLE TO the Company, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Health Acquisition Corp.), Securities Purchase Agreement (Digital Health Acquisition Corp.)

Legend. Unless The Warrants and the shares of Warrant Stock Shares have not been registered ------ under the Securities ActAct or qualified under applicable state securities laws. Accordingly, upon unless there is an effective registration statement and qualification respecting the Warrants and the Warrant Shares under the Securities Act or under applicable state securities laws at the time of exercise of this a Warrant, any stock certificate issued pursuant to the exercise of a Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall will bear on the face thereof substantially the following legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (B) ARE SUBJECT TO THE TERMS OF AND PROVISIONS OF (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER A SECURITIES EXCHANGE AND PURCHASE AGREEMENT, DATED AS OF AUGUST 14, 2001, BY AND AMONG FRESH AMERICA CORP. (THE ACT "COMPANY") AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, THE PURCHASERS NAMED THEREIN AND (II) IN COMPLIANCE WITH RULE 144 UNDER A SHAREHOLDERS ------- AGREEMENT, DATED AS OF AUGUST 14, 2001, BY AND AMONG THE ACT COMPANY AND APPLICABLE STATE SECURITIES LAWSTHE PURCHASERS NAMED THEREIN (AS SUCH AGREEMENTS MAY BE SUPPLEMENTED, MODIFIED, AMENDED, OR (III) UPON RESTATED FROM TIME TO TIME, THE DELIVERY TO IA GLOBAL, INC"AGREEMENTS"). (COPIES OF THE ---------- AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED."

Appears in 2 contracts

Samples: Securities Exchange and Purchase Agreement (Fresh America Corp), Securities Exchange and Purchase Agreement (Fresh America Corp)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant any of the Warrants and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend, as well as any other legends necessary to comply with applicable state and federal laws for the issuance of such shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER STATEMENT; AND IN THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSCASE OF AN EXEMPTION, (II) IN COMPLIANCE WITH RULE 144 UNDER ONLY IF THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDOF ANY SUCH SECURITIES.

Appears in 2 contracts

Samples: Practice Works Inc, Practice Works Inc

Legend. Unless (a) All certificates evidencing the shares of Warrant Stock have been registered under to be issued to the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Holder may bear on the face thereof substantially the following legendlegends: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE UNDER THE SECURITIES LAWS OF ANY STATE, AND THE SAME HAVE BEEN ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN COMPLIANCE WITH RULE 144 UNDER THE ACT WARRANT PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2009 COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF THESE SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANYUNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIRED.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Symphony Capital Partners LP), Symphony Capital Partners LP

Legend. Unless It is understood by the shares of Warrant Stock have been registered under Purchaser that each certificate representing the Securities Act, upon exercise of this Warrant Shares and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares and each Warrant shall bear on the face thereof be endorsed with a legend substantially in the following legendform: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.” Subject to Section 7.3, the Company need not register a transfer of Securities unless the conditions specified in the foregoing legend are satisfied. Subject to Section 7.3, the Company may also instruct its transfer agent not to register the transfer of any of the Securities unless the conditions specified in the foregoing legend are satisfied.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Total S.A.), Securities Purchase Agreement (Amyris, Inc.)

Legend. Unless Each certificate issued to any holder of Company Common Stock in connection with the shares Merger shall bear the legend set forth below, or legend substantially equivalent thereto, together with any other legends that may be required by any securities laws at the time of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Purchaser Common Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), ) OR ANY APPLICABLE STATE THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT AND COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION COVERING SUCH STATE SECURITIES LAWS, OR (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON ISSUER OF THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) SHARES OF COMMON STOCK HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION AND/ OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE IS NOT REQUIREDWITH THE ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Merger Agreement (Vincera Pharma, Inc.), Merger Agreement (LifeSci Acquisition Corp.)

Legend. Unless The certificate or certificates for the shares of Warrant Common Stock have been registered shall be subject to a legend restricting transfer under the Securities ActAct of 1933, upon exercise as amended (the "SECURITIES ACT") and referring to restrictions on transfer of this Warrant and the issuance of any of the shares of Warrant Stocksuch certificates, all certificates representing shares which legend shall bear on the face thereof be substantially the following legendas follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ANY APPLICABLE STATE SECURITIES LAWS AND IN CONNECTION WITH, THE SALE, OFFERING OR DISTRIBUTION THEREOF. NO SUCH SALE, OFFERING OR DISPOSITION MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT EFFECTED WITHOUT (IA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (B) AN OPINION OF COUNSEL FOR CONNETICS THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND SECURITIES ACT, OR (C) FULL COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSACT, OR (IIID) UPON FULL COMPLIANCE WITH THE DELIVERY TO IA GLOBAL, INCPROVISIONS OF REGULATION S UNDER THE SECURITIES ACT. (HEDGING TRANSACTIONS INVOLVING THOSE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES ACT."

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Connetics Corp), Common Stock Purchase Agreement (Connetics Corp)

Legend. Unless The Purchaser understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities Act, upon exercise of this Warrant and shall bear any legend as required by the issuance “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE SECURITIES, NOR THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR MAY BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 2 contracts

Samples: Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (Atlas Venture Fund VII L P)

Legend. Unless The Purchaser understands that the shares of Warrant Stock have been registered under certificates representing ------ the Securities Act, upon exercise of this Warrant and the may bear at issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof a restrictive legend in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSLAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE." Notwithstanding the foregoing, it is agreed that, as long as (IIIA) UPON THE DELIVERY TO IA GLOBALthe resale or transfer (including without limitation a pledge) of such Securities is registered pursuant to an effective registration statement and the Purchaser represents in writing to the Company that such Securities have been or are being sold pursuant to such registration statement, INC. (THE “COMPANY”B) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDsuch Securities have been publicly sold pursuant to Rule 144 ("Rule 144") and the Purchaser has delivered -------- to the Company customary Rule 144 broker's and seller's representation letters, or (C) such Securities can be publicly sold pursuant to Rule 144(k) under the Securities Act, such Securities shall be issued without any legend or other restrictive language and, with respect to Securities upon which such legend is stamped, the Company shall issue new certificates without such legend to the holder promptly upon request.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Webb Interactive Services Inc), Securities Purchase Agreement (Webb Interactive Services Inc)

Legend. Unless The Purchaser understands that until such time as the shares of Warrant Stock have Registration Statement has been registered declared effective or the Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Form of Purchase Agreement (Telvent Git S A), Purchase Agreement (Abengoa Sa)

Legend. Unless The Investor understands and acknowledges that, until such time as the shares of Warrant Stock Units have been registered under pursuant to the provisions of the Securities Act, upon exercise or the Units are eligible for resale, subject to the provisions hereof, pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of this Warrant and securities as of a particular date that can then be immediately sold, the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Units will bear on the face thereof substantially the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE AMENDED. THESE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THEREUNDER AND, IN THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, (II) IN COMPLIANCE WITH UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XXXXXXX RESOURCES LP (AS AMENDED, RESTATED OR COMPLIANCE IS NOT REQUIREDOTHERWISE MODIFIED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.

Appears in 2 contracts

Samples: Unit Purchase Agreement, Unit Purchase Agreement (Sprague Resources LP)

Legend. Unless Neither the shares Warrants nor the Warrant Shares issuable upon exercise of Warrant Stock the Warrants have been or will be registered under the Securities Act, upon exercise of this Warrant and the issuance of Act or under any state securities laws of the shares of United States, except as provided under the Registration Rights Agreement. Except as otherwise permitted by Section 2.3, each Warrant Stock, all certificates Certificate and each certificate representing shares the Warrant Shares shall bear on the face thereof substantially the following legendlegends or such variations thereof as the Company may prescribe from time to time: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH THE SECURITIES ACT, (B) RULE 903 or 904 PURSUANT TO THE SECURITIES ACT, OR (C) RULE 144 UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS(UPON FURNISHING TO THE COMPANY SUCH REPRESENTATION LETTERS AS THE COMPANY MAY REQUIRE), OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF UNLESS AN OPINION OF COUNSEL OR OTHER EVIDENCE COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY COMPANY, SHALL BE PROVIDED TO THE COMPANY, PROVIDING THAT SUCH SALE, TRANSFER OR ASSIGNMENT DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mereo Biopharma Group PLC), Securities Purchase Agreement (Mereo Biopharma Group PLC)

Legend. Unless The Holder understands that the shares of Warrant Stock Shares have been registered issued, and the Conversion Shares, when issued shall be issued, pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Exchange Agreement (Towerstream Corp), Exchange Agreement (Towerstream Corp)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities Act of 1933 as amended (the “Securities Act”) and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Exchange Agreement (Great West Resources, Inc.), Exchange Agreement (Great West Resources, Inc.)

Legend. Unless (a) Each certificate representing Shares shall (unless otherwise permitted by the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any provisions of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend: (in addition to any legend required under applicable state securities laws) (the “Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS ) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOR, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT ISSUER OF THESE SECURITIES, SUCH REGISTRATION AND/ OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS NOT REQUIREDSUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT AMONG THE CORPORATION AND ITS STOCKHOLDERS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Appears in 2 contracts

Samples: Stockholders Agreement (Rexahn Pharmaceuticals, Inc.), Stockholders Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Legend. Unless The Purchaser understands that, until such time as the shares of Registration Statement has been declared effective or the Purchased Shares, the Warrant Stock have been registered Shares and the Option Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold thereon, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall such Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Babyuniverse, Inc.), Stock Purchase Agreement (Babyuniverse, Inc.)

Legend. Unless The Lender understands that the shares of Warrant Stock Notes, and until such time as the Interest Payment Shares have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all stock certificates representing shares shall the Interest Payment Shares will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Corporation will issue certificates without the Legend to the holder of the applicable Notes or any Interest Payment Shares upon which the Legend is stamped, in accordance with Section 5.2.

Appears in 2 contracts

Samples: Loan Agreement (Sales Online Direct Inc), Loan Agreement (Sales Online Direct Inc)

Legend. Unless the shares of Warrant Stock have been registered under the Securities ActIn addition to any other legend that may be required by applicable law, upon exercise of this Warrant and the issuance of each certificate for Equity Securities, if any, issued to any of the shares of Warrant Stock, all certificates representing shares Shareholder shall bear on the face thereof a legend in substantially the following legendform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY UNDER APPLICABLE U.S. STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THEREWITH. THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE COMPANY CORPORATION’S BYLAWS AND THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED FEBRUARY 26, 2021 (AS MAY BE AMENDED FROM TIME TO TIME) THAT MAY PROVIDE FOR MANAGEMENT OF THE CORPORATION IN A MANNER DIFFERENT THAN IN OTHER CORPORATIONS AND MAY SUBJECT A SHAREHOLDER TO CERTAIN OBLIGATIONS OR LIABILITIES NOT IMPOSED IN SHAREHOLDERS IN OTHER CORPORATIONS. A COPY OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDBYLAWS AND SHAREHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST. If any Equity Securities are certificated and cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Equity Securities without reference in the above legend to this Agreement, as the case may be.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)

Legend. Unless The Purchaser understands that, until such time as the shares of Warrant Stock have Registration Statement has been registered declared effective or the Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Purchase Agreement (Sunshine Bancorp, Inc.), Purchase Agreement (Nb&t Financial Group Inc)

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Legend. Unless the shares of Warrant Stock have been registered under the Securities ActIn addition to any other legend that may be required by applicable law, upon exercise of this Warrant and the issuance of each certificate for Equity Securities, if any, issued to any of the shares of Warrant Stock, all certificates representing shares Shareholder shall bear on the face thereof a legend in substantially the following legendform: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY UNDER APPLICABLE U.S. STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THEREWITH. THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE COMPANY CORPORATION’S BYLAWS AND THE PROVISIONS OF A SHAREHOLDERS AGREEMENT DATED [●] [●], 2021 (AS MAY BE AMENDED FROM TIME TO TIME) THAT MAY PROVIDE FOR MANAGEMENT OF THE CORPORATION IN A MANNER DIFFERENT THAN IN OTHER CORPORATIONS AND MAY SUBJECT A SHAREHOLDER TO CERTAIN OBLIGATIONS OR LIABILITIES NOT IMPOSED IN SHAREHOLDERS IN OTHER CORPORATIONS. A COPY OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDBYLAWS AND SHAREHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST. If any Equity Securities are certificated and cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Equity Securities without reference in the above legend to this Agreement, as the case may be.

Appears in 2 contracts

Samples: Shareholders Agreement (HCI Group, Inc.), Shareholders Agreement (TypTap Insurance Group, Inc.)

Legend. Unless the shares of Warrant Stock have been registered under the Securities ActEach certificate representing a Unit, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stockif any, all certificates representing shares shall bear on the face thereof will be stamped or otherwise imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE . THESE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT CONDITIONS SPECIFIED IN THE THIRD AMENDED AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSRESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PROFRAC HOLDINGS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. LLC (THE “COMPANY”ISSUER OF THESE SECURITIES) AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF AN OPINION THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SECRETARY OF THE ISSUER OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.” ARTICLE X

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ProFrac Holding Corp.), Limited Liability Company Agreement (ProFrac Holding Corp.)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this The Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Warrant Shares shall bear on the face thereof be stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) IN COMPLIANCE WITH UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE ACT AND APPLICABLE STATE FOREGOING, THE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Loan and Securities Purchase Agreement (MDwerks, Inc.), Loan and Securities Purchase Agreement (MDwerks, Inc.)

Legend. Unless The Purchaser understands that, until such time as the shares of Registration Statement has been declared effective or the Securities, the Conversion Shares and the Warrant Stock have been registered Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold thereon, upon exercise of this Warrant the Securities, the Conversion Shares and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR (III) UPON AND IN THE DELIVERY TO IA GLOBALCASE OF A TRANSACTION EXEMPT FROM REGISTRATION, INC. (UNLESS THE “COMPANY”) OF COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDUNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Babyuniverse, Inc.), Securities Purchase Agreement (Babyuniverse, Inc.)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act(a) Each certificate representing a Share, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stockif any, all certificates representing shares shall bear on the face thereof will be stamped or otherwise imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE . THESE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) CONDITIONS SPECIFIED IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, STOCKHOLDERS’ AGREEMENT OF EMDEON INC. (DATED AS OF [___], 2009, AMONG THE “COMPANY”) STOCKHOLDERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF AN OPINION THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SECRETARY OF THE ISSUER OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Emdeon Inc.), Stockholders’ Agreement (Emdeon Inc.)

Legend. Unless Each Purchaser understands that, until such time as the shares of Warrant Stock have been registered Shares may be sold pursuant to Rule 144 under the Securities ActAct without any restriction as to the number of securities as of a particular date that can then be immediately sold, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Shares will bear on the face thereof a restrictive legend in substantially the following legendform: "THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE THE SECURITIES LAWS AND OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR (III) UPON LAWS AND THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) SECURITIES LAWS OF AN OTHER JURISDICTIONS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT TO SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY."

Appears in 2 contracts

Samples: Share Purchase Agreement (Mer Chaim), Share Purchase Agreement (Challen Roger)

Legend. Unless The Holder understands that the shares of Warrant Note and Common Stock have been registered into which the Note is convertible (the “Securities”) will pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, shall bear any legend as required by the issuance “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Exchange Agreement (Alpha Energy Inc), Exchange Agreement (Alpha Energy Inc)

Legend. Unless the shares of Warrant Stock have been registered under Except as set forth herein, each certificate representing the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof be stamped or otherwise imprinted with a legend substantially in the following legend: form (in addition to any legend required by applicable state securities or “blue sky” laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY (THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES ”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (REGISTRATION OF SUCH SECURITIES UNDER THE “COMPANY”) SECURITIES ACT AND UNDER THE PROVISIONS OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue or reissue certificates representing any of the Conversion Shares without the legend set forth above when required to do so pursuant to the terms of the Notes or if (x) the holder thereof shall provide the Company with reasonable assurances that the Conversion Shares can be sold pursuant to Rule 144 without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold (which assurances shall not require an opinion of counsel) or (y) the holder is selling such Conversion Shares in compliance with the provisions of Rule 144.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Genta Inc De/), Securities Purchase Agreement (Genta Inc De/)

Legend. Unless The Investor understands that the shares of Warrant Stock have been registered Exchange Securities shall be issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Exchange Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE INVESTOR (IF REQUESTED BY THE COMPANY), IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Exchange Agreement (PARETEUM Corp), Exchange Agreement (PARETEUM Corp)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any Each Member is hereby given notice of the shares of Warrant Stockfollowing legend, all and, if any certificates representing shares any Units shall bear on the face thereof be issued hereafter, then each such certificate shall be stamped with or otherwise set forth a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE AMENDED. THESE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT CONDITIONS SPECIFIED IN THE SECOND AMENDED AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSRESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WLTR HOLDINGS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. LLC (THE “COMPANY”ISSUER OF THESE SECURITIES) AS IT MAY BE AMENDED, SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF AN OPINION THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY THAT SECRETARY OF THE ISSUER OF SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TELUS International (Cda) Inc.), Limited Liability Company Agreement (TELUS International (Cda) Inc.)

Legend. Unless The Buyer understands that the shares of Preferred Stock, the Warrants, and until such time as the Conversion Shares, the Option Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue Common Stock certificates without the Legend to the holder of the applicable Preferred Stock or any Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 2 contracts

Samples: Registration Rights Agreement (Dataworld Solutions Inc), Securities Purchase Agreement (Ip Voice Com Inc)

Legend. Unless The Holder understands that the New Preferred Shares have been issued and the shares of Warrant Common Stock have been registered issuable upon conversion of the New Preferred Shares (the “Conversion Shares” and, together with the New Preferred Shares, the “Securities”) when issued, shall be issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Towerstream Corp)

Legend. Unless The Holder understands that the Series F Preferred Shares have been issued and the shares of Warrant Common Stock have been registered issuable upon conversion of the Series F Preferred Shares (the “Conversion Shares” and, together with the Series F Preferred Shares, the “Securities”) when issued, shall be issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Towerstream Corp)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAIDACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTIONWITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Alset EHome International Inc.)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such share certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Appears in 1 contract

Samples: Exchange Agreement (NewLead Holdings Ltd.)

Legend. Unless The Buyer understands that the shares of Preferred Stock, the Warrants, and until such time as the Conversion Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registerable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all certificates representing shares shall the Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Company shall remove the Legend and the Company will issue certificates without the Legend to the holder of any Securities upon which the Legend is stamped, in accordance with the 1933 Act and Rule 144.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eagletech Communications Inc)

Legend. Unless This Agreement, and any Conversion Shares, Warrants and shares received on the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and Warrants (collectively, the issuance "Securities") shall bear such form of restrictive legends as may be necessary, as determined by the Borrower in the Borrower's reasonable discretion, to comply with applicable laws or regulations of any of the shares of Warrant Stockstock exchange or other applicable authority, all certificates representing shares shall bear on the face thereof substantially including but not limited to the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY BE OFFERED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT ONLY (IA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSACT, (IIC) IN COMPLIANCE WITH RULE 144 THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (IIID) UPON IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE DELIVERY ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO IA GLOBALSUCH SALE, INC. (FURNISHED TO THE “COMPANY”) OF ISSUER AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ ISSUER. THE HOLDER HEREOF WILL NOT, DIRECTLY OR COMPLIANCE IS NOT REQUIREDINDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT AS PERMITTED BY THE ACT.

Appears in 1 contract

Samples: Note Purchase Agreement (Reclamation Consulting & Applications Inc)

Legend. Unless The Buyer understands that the shares of Preferred Shares, and until such time as the Conversion Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Preferred Shares or any Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 1 contract

Samples: Securities Purchase Agreement (American Biomed Inc)

Legend. Unless the shares of Warrant Stock The Units have not been registered under the Securities ActAct and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is then available. To the extent such Units have been certificated, each certificate evidencing Units and each certificate issued in exchange for or upon exercise of this Warrant and the issuance Transfer of any of the shares of Warrant Stock, all certificates representing shares Units shall bear on the face thereof be stamped or otherwise imprinted with a legend in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES WERE ORIGINALLY ISSUED ON [INSERT DATE] AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE . THE SECURITIES LAWS AND REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) OR IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) ABSENCE OF AN OPINION EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF COUNSEL OR OTHER EVIDENCE SATISFACTORY JANUARY , 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Appears in 1 contract

Samples: Limited Liability Company Agreement (K-Sea Tranportation Partners Lp)

Legend. Unless Seller understands that the shares of Warrant Stock have been registered Consideration to be issued to him, her or it will be “restricted securities” as that term is defined in Rule 144 under the Securities ActAct and that the certificate(s), upon exercise of this Warrant and if any, representing the issuance of any of the shares of Warrant Stock, all certificates representing shares shall Stock Consideration will bear on the face thereof a restrictive legend thereon in substantially the following legendform that appears below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION “THESE SHARES OF SUCH SECURITIES. THESE SECURITIES COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND THEY MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND COMPLIANCE IS CURRENT WITH SUCH STATE SECURITIES LAWSRESPECT TO THESE SECURITIES, OR (II) IN COMPLIANCE WITH RULE 144 PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSACT, OR (III) BUT ONLY UPON THE DELIVERY TO IA GLOBAL, INC. (HOLDER HEREOF FIRST HAVING OBTAINED THE “COMPANY”) OF AN WRITTEN OPINION OF COUNSEL TO THE ISSUER, OR OTHER EVIDENCE SATISFACTORY COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY ISSUER, THAT SUCH REGISTRATION AND/ THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR COMPLIANCE IS NOT REQUIREDOTHER SIMILAR SECURITIES LAW.

Appears in 1 contract

Samples: Share Purchase Agreement (Dolphin Entertainment, Inc.)

Legend. Unless Buyer understands that the Purchased Shares, the Warrant, and the ordinary shares of underlying the Warrant Stock have been registered or will be issued pursuant to an exemption from registration or qualification under the Securities Act1933 Act and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance securities shall bear any legend as required by the "blue sky" laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Finance Online Co. LTD)

Legend. Unless The Buyer understands that the shares of Preferred Shares and the Warrants, and until such time as the Conversion Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 1 contract

Samples: Securities Purchase Agreement (Producers Entertainment Group LTD)

Legend. Unless The Buyer understands that until such time as the shares of Common Stock to be purchased by the Buyer hereunder and the Warrant Stock Shares (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant or any applicable rule which operates to replace said Rule) promulgated under the 1933 Act ("Rule 144"), the warrant certificate(s) and the issuance of any of stock certificate(s) representing the shares of Warrant Stock, all certificates representing shares shall Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (Ii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIii) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue Common Stock certificates without the Legend to the holder of the Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b).

Appears in 1 contract

Samples: Securities Purchase Agreement (Cynet Inc)

Legend. Unless (i) Each certificate (or book entry share) evidencing Common Stock held by a New Class A Stockholder shall, unless Section 3.1(d)(ii) or Section 3.1(d)(iii) applies, bear the shares of Warrant Stock have been registered under the Securities Actfollowing restrictive legend, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear either as an endorsement or on the face thereof substantially the following legendthereof: THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SECOND AMENDED AND RESTATED CLASS A STOCKHOLDERS AGREEMENT, DATED AS OF [●], 2018, AS IT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE WITH THE ISSUER OF THIS CERTIFICATE. NO SUCH SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”OR OTHER APPLICABLE LAW), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDEXEMPTION THEREFROM.

Appears in 1 contract

Samples: Stockholders Agreement (Dell Technologies Inc)

Legend. Unless The Holder understands that the shares of Warrant Stock Securities have been registered issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Securities shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Macrosolve Inc)

Legend. Unless It is understood by the shares of Warrant Stock have been registered under Purchaser that each certificate representing the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof be endorsed with a legend substantially in the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SECURITIES BUT ANY SUCH REGISTRATION AND/ PLEDGE OR COMPLIANCE IS ANY RECOURSE THERETO SHALL NOT REQUIREDAFFECT THE FOREGOING RESTRICTIONS.” The Company need not register a transfer of the Securities unless the conditions specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of any of the Securities unless the conditions specified in the foregoing legend are satisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pfsweb Inc)

Legend. Unless The Share Recipient Seller acknowledges and agrees that the shares of Warrant Stock have been registered under stock certificates representing the Purchaser Securities Act, upon exercise of this Warrant and issued hereunder shall contain legends substantially in the issuance of any form of the shares following, as well as any additional legends that may be required by applicable Law or as Purchaser may reasonably deem necessary or advisable (and a stop transfer order may be placed against the transfer of Warrant Stock, all certificates representing shares shall bear on the face thereof substantially the following legend: THE SECURITIES REPRESENTED BY such shares): THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND COMPLIANCE IN ACCORDANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT LOAN SECURED BY SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lucas Energy, Inc.)

Legend. Unless the shares of Warrant The certificate(s) evidencing any Common Stock have been registered under the Securities Act, issued upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof a restrictive stock legend in substantially the following legendform set forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY APPLICABLE STATE OR OTHER JURISDICTION. SUCH SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD OFFERED SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT UNLESS (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH SUCH APPLICABLE SECURITIES LAW OF ANY STATE SECURITIES LAWS, OR OTHER JURISDICTION OR (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH REGISTRATION AND/ OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE IS NOT REQUIREDWITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

Appears in 1 contract

Samples: Settlement Agreement (Ratexchange Corp)

Legend. Unless Linn understands that the shares of Warrant Stock New Securities have been registered issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance New Securities shall bear any legend as required by the "blue sky" laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Avant Diagnostics, Inc)

Legend. Unless the shares of Warrant Stock have been registered under the Securities Act, upon exercise A copy of this Warrant Agreement shall be filed with the secretary of the Issuer and kept with the issuance records of the Issuer. Each certificate, note or other document representing Notes subject to the terms hereof and each certificate, note or other document issued in exchange for or upon the transfer of any of the shares of Warrant Stock, all certificates representing shares such Notes shall bear on the face thereof be stamped or otherwise imprinted with a legend in substantially the following legend: form (unless the transfer of such Note is being made pursuant to an effective registration statement): “THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF COMPANY AT ITS OPTION RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE OF THE HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDAND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE SECURITIES LAWS OF ANY SUCH STATE.

Appears in 1 contract

Samples: Anchor Glass Container (Anchor Glass Container Corp /New)

Legend. Unless The Buyer understands that the shares of Securities purchased at the Closing, and until such time as the Conversion Shares, the Warrant Stock Shares and the Interest Shares (if any) (collectively with the Securities, the "Registrable Securities"), have not been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS. The Legend shall be removed and the Company will issue certificates without the Legend to the holder of the applicable Registrable Securities upon which the Legend is stamped, in accordance with Section 5(b) which follows.

Appears in 1 contract

Samples: Registration Rights Agreement (Thermacell Technologies Inc)

Legend. Unless (a) The initial certificate evidencing the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares Shares shall bear on the face thereof substantially the following or similar legend: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY NOR APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY AEFI), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR OTHER EVIDENCE SATISFACTORY (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME PURSUANT TO AN AGREEMENT BY AND BETWEEN THE COMPANY THAT AND THE SHAREHOLDER NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH REGISTRATION AND/ SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT OR COMPLIANCE IS NOT REQUIREDSUCH RESTRICTIONS HAVE BEEN WAIVED BY THE COMPANY.

Appears in 1 contract

Samples: LLC Membership Interests Sale Agreement (American Energy Fields, Inc.)

Legend. Unless The Holder understands that because the shares of Warrant Stock have been registered Hakim Shares were issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws and are restricted securities, upon exercise of this Warrant the New Hakim Securities also will be restricted securities and the issuance of any of the shares of Warrant Stock, all certificates representing shares therefor shall bear on the face thereof a restrictive legend in substantially the following legendform: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY NOR THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE [EXERCISABLE] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) IN COMPLIANCE WITH UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE ACT AND APPLICABLE STATE FOREGOING, THE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (Elite Pharmaceuticals Inc /Nv/)

Legend. Unless Each certificate evidencing Director Securities and each certificate issued in exchange for or upon the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance transfer of any of the Director Securities (if such shares of Warrant Stock, all certificates representing shares remain Director Securities as defined herein after such transfer) shall bear on the face thereof be stamped or otherwise imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, FOR INVESTMENT PURPOSES REPURCHASE OPTIONS AND NOT WITH CERTAIN OTHER RESTRICTIONS SPECIFIED IN (1) A VIEW TO THE DISTRIBUTION STOCK OPTION AGREEMENT, DATED AS OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933FEBRUARY 23, 2006, AS AMENDED (AND MODIFIED FROM TIME TO TIME, BETWEEN THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. ISSUER (THE “COMPANY”) AND C. XXXXXX XXXXX, AND (2) AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF AN OPINION MARCH 25, 2003, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN THE COMPANY AND CERTAIN OF COUNSEL OR OTHER EVIDENCE SATISFACTORY ITS STOCKHOLDERS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” The Company shall imprint such legend on certificates evidencing Director Securities. The legend set forth above shall be removed from the certificates evidencing any shares which cease to be Director Securities in accordance with the definition thereof.

Appears in 1 contract

Samples: Stock Option Agreement (CHG Healthcare Services, Inc.)

Legend. Unless (a) In addition to any legend required by any other document, each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the shares of Warrant Stock have been registered under the Securities Act, upon exercise of this Warrant and the issuance Transfer of any of the Stockholder Shares (if such shares of Warrant Stock, all certificates representing shares remain Stockholder Shares after such Transfer) shall bear on the face thereof be stamped or otherwise imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNTWERE ORIGINALLY ISSUED ON AUGUST 1, FOR INVESTMENT PURPOSES 2006, AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 1, 2006 AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSAS AMENDED AND MODIFIED FROM TIME TO TIME, (II) IN COMPLIANCE WITH RULE 144 UNDER BETWEEN THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. ISSUER (THE “COMPANY”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF AN OPINION SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF COUNSEL OR OTHER EVIDENCE SATISFACTORY SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Appears in 1 contract

Samples: Stockholders Agreement (Mobile Storage Group Inc)

Legend. Unless the shares of Warrant Stock The Holder understands that Exchange Shares have been registered issued pursuant to an exemption from registration or qualification under the Securities ActAct and applicable state securities laws, upon exercise of this Warrant and except as set forth below, the issuance Exchange Shares shall bear any legend as required by the “blue sky” laws of any of the shares of Warrant Stock, all certificates representing shares shall bear on the face thereof state and a restrictive legend in substantially the following legend: form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED (I) PURSUANT TO IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWSOF 1933, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSAS AMENDED, OR (IIIB) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER EVIDENCE SATISFACTORY TO LOAN OR FINANCING ARRANGEMENT SECURED BY THE COMPANY THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDSECURITIES.

Appears in 1 contract

Samples: Exchange Agreement (MGT Capital Investments Inc)

Legend. Unless The Purchaser understands that the New Warrants to be purchased by it, him or her, and any Common Stock issued upon exercise thereof, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and that the certificate(s), if any, representing the shares of Warrant Common Stock have been registered under the Securities Act, issued upon exercise of this Warrant and the issuance of any of the shares of Warrant Stock, all certificates representing shares shall New Warrants will bear on the face thereof a restrictive legend thereon in substantially the following legendform that appears below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION “THESE SHARES OF SUCH SECURITIES. THESE SECURITIES COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND THEY MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND COMPLIANCE IS CURRENT WITH SUCH STATE SECURITIES LAWSRESPECT TO THESE SECURITIES, OR (II) IN COMPLIANCE WITH RULE 144 PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSACT, OR (III) BUT ONLY UPON THE DELIVERY TO IA GLOBAL, INC. (HOLDER HEREOF FIRST HAVING OBTAINED THE “COMPANY”) OF AN WRITTEN OPINION OF COUNSEL TO THE ISSUER, OR OTHER EVIDENCE SATISFACTORY COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY ISSUER, THAT SUCH REGISTRATION AND/ THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR COMPLIANCE IS NOT REQUIREDOTHER SIMILAR SECURITIES LAW.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Dolphin Digital Media Inc)

Legend. Unless The Buyer understands that the shares of Preferred Stock, the Warrants, and until such time as the Conversion Shares, the Option Shares, the Warrant Stock Shares and the Dividend Shares (if any) (collectively, the "Registrable Securities"), have been registered under the Securities Act1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold by the Buyer pursuant to Rule 144 (as amended, upon exercise of this Warrant and or any applicable rule which operates to replace said Rule) promulgated under the issuance of any of 1933 Act ("Rule 144"), the shares of Warrant Stock, all stock certificates representing shares shall the Registrable Securities will bear on a restrictive legend (the face thereof "Legend") in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SECURITIES. THESE SECURITIES HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT ASSIGNED IN THE ABSENCE OF EITHER (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (IIIII) UPON THE DELIVERY TO IA GLOBAL, INC. (THE “COMPANY”) OF AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY PROVIDED TO THE COMPANY ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION AND/ OR COMPLIANCE IS NOT REQUIREDREQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.

Appears in 1 contract

Samples: Registration Rights Agreement (Ip Voice Com Inc)

Legend. Unless Each certificate representing the shares of Warrant Stock have been registered under the Securities ActCommon Shares, upon exercise of this Warrant as applicable and the issuance of any of the shares of Warrant Stockappropriate, all certificates representing shares shall bear on the face thereof be stamped or otherwise imprinted with a legend in substantially the following legend: form (in addition to any legend required by applicable federal, provincial or state securities or "blue sky" laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY (THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH "SECURITIES. THESE SECURITIES ") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT”), ") OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, (II) IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, LAWS OR (III) UPON THE DELIVERY TO IA GLOBAL, INC. OBJECTSOFT CORPORATION (THE "COMPANY") OF SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION OF SUCH REGISTRATION AND/ OR COMPLIANCE SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING, TRANSFER AND OTHER AGREEMENTS SET FORTH IN A COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 24, 2000 AMONG THE COMPANY AND CERTAIN PURCHASERS.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Objectsoft Corp)

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