Common use of Legending Clause in Contracts

Legending. Each certificate representing the OP Units (and any Company Common Stock that might be exchanged therefor) shall bear the following legend: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS; In addition, the Company Common Stock issued upon the exchange of OP Units shall bear a legend reflecting certain transfer and other restrictions for the purpose of maintaining the Company’s status as a REIT, in accordance with the Company’s charter and applicable law.

Appears in 5 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

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Legending. Each certificate representing the OP Units (and any Company Common Stock that might to be exchanged therefor) issued pursuant to the Contribution Agreement shall bear the following legend: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS; In addition, the Company each Common Stock Certificate to be issued upon pursuant to the exchange of OP Units Contribution Agreement shall bear a legend reflecting certain transfer and other restrictions for the purpose of maintaining the Company’s status as a REIT, in accordance with the Company’s charter and applicable law.

Appears in 2 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

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