Common use of Legends on Stock Certificates Clause in Contracts

Legends on Stock Certificates. Each certificate representing Repayment Shares shall contain the following legends on the reverse of such certificate: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE STATE OF NEW MEXICO.

Legends on Stock Certificates. Each certificate representing Repayment The Purchaser further represents that it understands and agrees that all certificates evidencing the Warrant, the Additional Warrant, the Warrant Shares and any of the Common Stock issued at the Initial Closing and the Subsequent Closings, if any, shall contain the following legends on the reverse of such certificatebear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS SECURITY HAS “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THESE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR DISTRIBUTION. THEREFORESALE, ANY SUBSEQUENT DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THE SALE OF SUCH SECURITIES OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM THE HOLDER SHALL HAVE OBTAINED A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES PURCHASE AGREEMENT, DATED AUGUST 18, 2004 BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SECURITIES (OR SUCH OWNER’S PREDECESSOR IN INTEREST). THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT WITHOUT CHARGE UPON WRITTEN REQUEST OF THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE STATE OF NEW MEXICOCERTIFICATE.”

Legends on Stock Certificates. Each certificate representing Repayment Shares shares issued pursuant to this Agreement shall contain be endorsed with the following legends on the reverse of such certificatelegends: THE SECURITIES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE SELLER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ANY PERSON UNLESS AND UNTIL THE SELLER THAT EXEMPTIONS FROM SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION AND FROM REGISTRATION PERMITTED BY THE PROVISIONS OF ANY APPLICABLE SECURITIES STATE “BLUE SKY” LAWS AND REGULATIONS OF THE STATE OF NEW MEXICOARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate representing Repayment Shares shares ----------------------------- owned of record or beneficially by a party to this Agreement shall contain be endorsed with the following legends on the reverse of such certificatelegends: THE SHARES EVIDENCED BY THIS SECURITY HAS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY") AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ANY PERSON UNLESS AND UNTIL THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION AND FROM REGISTRATION PERMITTED BY THE PROVISIONS OF ANY APPLICABLE SECURITIES STATE "BLUE SKY" LAWS AND REGULATIONS OF THE STATE OF NEW MEXICOARE AVAILABLE. Under no circumstances shall any Transfer of any XOOM Stock subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 13.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article XIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the XOOM Stock subject hereto. Shareholder understands and acknowledges that the Company need not register a transfer of XOOM Stock, and may instruct its transfer agent not to register a transfer of XOOM Stock, unless the conditions specified in the foregoing last legend are satisfied.

Legends on Stock Certificates. Each certificate representing Repayment The Purchaser further represents that it understands and agrees that all certificates evidencing the Warrant, the Additional Warrant, the Warrant Shares and any of the Common Stock issued at the Initial Closing and the Subsequent Closings, if any, shall contain the following legends on the reverse of such certificatebear a legend, prominently stamped or printed thereon, reading substantially as follows: THIS SECURITY HAS "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THESE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR DISTRIBUTION. THEREFORESALE, ANY SUBSEQUENT DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THE SALE OF SUCH SECURITIES OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM THE HOLDER SHALL HAVE OBTAINED A WRITTEN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES PURCHASE AGREEMENT, DATED ________________, _____ BETWEEN THE COMPANY AND THE REGISTERED OWNER OF SUCH SECURITIES (OR SUCH OWNER'S PREDECESSOR IN INTEREST). THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT WITHOUT CHARGE UPON WRITTEN REQUEST OF THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE STATE OF NEW MEXICOCERTIFICATE."

Legends on Stock Certificates. Each certificate representing Repayment Shares ----------------------------- shares issued pursuant to this Agreement shall contain be endorsed with the following legends on the reverse of such certificatelegends: THE SHARES EVIDENCED BY THIS SECURITY HAS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO ANY PERSON UNLESS AND UNTIL THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION AND FROM REGISTRATION PERMITTED BY THE PROVISIONS OF ANY APPLICABLE SECURITIES STATE "BLUE SKY" LAWS AND REGULATIONS OF THE STATE OF NEW MEXICOARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate representing Repayment Shares shall contain the following legends on the reverse of such certificate: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY. THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY THE APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE STATE OF NEW MEXICO.