Common use of Legends and Stop Transfer Orders Clause in Contracts

Legends and Stop Transfer Orders. Each Demixx Xxxreholder understands that certificates or other instruments representing any of the Worldtalk Common Stock acquired by such Shareholder will bear legends substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON RESALE AND TRANSFER AS SET FORTH IN THAT CERTAIN SHAREHOLDERS' AGREEMENT DATED AS OF NOVEMBER 9, 1996 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF SUCH SECURITIES AND THAT CERTAIN THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, AS AMENDED, BETWEEN THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS, COPIES OF WHICH MAY BE OBTAINED AT NO CHARGE FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable law and those referred to in the foregoing legends, or elsewhere herein, Worldtalk may issue appropriate "stop transfer" instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Worldtalk Common Stock, or if Worldtalk transfers its own securities, that it may make appropriate notations to the same effect in Worldtalk's records.

Legends and Stop Transfer Orders. Each Demixx Xxxreholder Holder understands that certificates or other instruments representing any of the Worldtalk Common Stock Restricted Securities acquired by such Shareholder Holder will bear legends substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION REGISTRATIONS OR EXEMPTION THEREFROM. INVESTORS HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES SECURITY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON RESALE AND TRANSFER AS A MARKET STAND-OFF AGREEMENT SET FORTH IN THAT CERTAIN SHAREHOLDERS' AN AGREEMENT DATED AS OF NOVEMBER 9, 1996 ENTERED INTO BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER HOLDERS OF SUCH SECURITIES AND THAT CERTAIN THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, AS AMENDED, BETWEEN THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS, COPIES OF WHICH MAY BE OBTAINED AT NO CHARGE FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICESTHESE SECURITIES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable law laws and those referred to in the foregoing legends, or elsewhere herein, Worldtalk the Company may issue appropriate "stop “stop-transfer" ” instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Worldtalk Common StockRestricted Securities, or if Worldtalk the Company transfers its own securities, that it may make appropriate notations to the same effect in Worldtalk's the Company’s records.

Legends and Stop Transfer Orders. Each Demixx Xxxreholder Investor understands that certificates or other instruments representing any of the Worldtalk Common Stock Shares acquired by such Shareholder Investor will bear legends substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE PUBLIC RESALE, TRANSFER AND TRANSFER RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THAT CERTAIN SHAREHOLDERS' AGREEMENT DATED AS OF NOVEMBER 9, 1996 BETWEEN THE ISSUER AND AN INVESTMENT REPRESENTATION LETTER EXECUTED BY THE ORIGINAL HOLDER OF SUCH SECURITIES AND THAT CERTAIN THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTTHESE SHARES, AS AMENDED, BETWEEN THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS, COPIES A COPY OF WHICH MAY BE OBTAINED AT NO CHARGE FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICESOFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS AND THE RIGHT OF FIRST REFUSAL MAY BE BINDING ON TRANSFEREES OF THESE SHARES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable law and those referred to in the foregoing legends, or elsewhere herein, Worldtalk the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Worldtalk Common Stockthe Shares, or if Worldtalk the Company transfers its own securities, that it may make appropriate notations to the same effect in Worldtalkthe Company's records.

Legends and Stop Transfer Orders. Each Demixx Xxxreholder Holder understands that in the event there is not a registration statement in effect with regard to the Securities at the time they are acquired by Holder, certificates or other instruments representing any of the Worldtalk Common Stock Securities acquired by such Shareholder will Holder may bear legends substantially similar to the following, in addition to any other legends required by federal or state laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION REGISTRATIONS OR EXEMPTION THEREFROM. INVESTORS HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES SECURITY LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON RESALE AND TRANSFER AS A MARKET STAND-OFF AGREEMENT SET FORTH IN THAT CERTAIN SHAREHOLDERS' AN AGREEMENT DATED AS OF NOVEMBER 9, 1996 ENTERED INTO BETWEEN THE ISSUER COMPANY AND THE ORIGINAL HOLDER HOLDERS OF SUCH SECURITIES AND THAT CERTAIN THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, AS AMENDED, BETWEEN THE ISSUER AND CERTAIN OF ITS SECURITYHOLDERS, COPIES OF WHICH MAY BE OBTAINED AT NO CHARGE FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICESTHESE SECURITIES. The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable law laws and those referred to in the foregoing legends, or elsewhere herein, Worldtalk the Company may issue appropriate "stop “stop-transfer" ” instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Worldtalk Common Stockthe Securities, or if Worldtalk the Company transfers its own securities, that it may make appropriate notations to the same effect in Worldtalk's the Company’s records.