Notes Legend Clause Samples
The "Notes Legend" clause serves to define and explain the symbols, abbreviations, or notations used throughout a document. It typically provides a key or legend that clarifies the meaning of various marks, such as asterisks, footnote numbers, or color codes, which may appear in tables, diagrams, or text. By offering this reference, the clause ensures that readers can accurately interpret the document’s content, reducing confusion and promoting clarity in understanding any special notes or exceptions indicated elsewhere in the document.
Notes Legend. The Notes shall bear the following legend: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS 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 LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
Notes Legend. The Notes shall bear the following or similar legend (in addition to such other restrictive legends as are required or deemed advisable under any applicable law or any other agreement to which the Company is a party): “THE TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS NOTE HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF PAYEE THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
Notes Legend. The Notes shall bear the following legend: ------------ "THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIGSTRING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."
Notes Legend. Each certificate evidencing Rights Offering Notes and Private Placement Notes that are issued in connection with this Agreement shall be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” In the event that any such Rights Offering Notes or Private Placement Notes are uncertificated, such Rights Offering Notes or Private Placement Notes shall be subject to a restrictive notation substantially similar to the Legend in the stock ledger or other appropriate records maintained by the Credit Parties or agent and the term “Legend” shall include such restrictive notation. The Credit Parties shall remove the Legend (or restrictive notation, as applicable) set forth above from the certificates evidencing any such shares (or the stock ledger or other appropriate Credit Parties’ records, in the case of uncertified shares) at any time after the restrictions described in such Legend cease to be applicable, including, as applicable, when such shares may be sold under Rule 144 of the Securities Act without volume or manner of sale restrictions by any holder which is not an affiliate of the Issuer. The Credit Parties may reasonably request such opinions, certificates or other evidence that such restrictions or conditions no longer apply as a condition to removing the Legend.
Notes Legend. The Notes shall bear the following legend: ------------ "THIS NOTES AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTES AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO LIQUIDIX, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."
Notes Legend. Each certificate evidencing all New Money Securities, including any Unsubscribed Securities and New Money Securities representing Backstop Commitment Premium, in each case that are issued in connection with this Agreement, shall contain the restrictive legends (the “Legend”) as set forth in the indenture governing the New Money Securities.
Notes Legend. Each certificate evidencing New First Lien Notes that is issued in connection with this Agreement shall be stamped or otherwise imprinted with the legends described in “Notice to Investors; Transfer Restrictions” in the Offering Memorandum.
Notes Legend. The Notes shall bear the following legend: "NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES OR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE, AS APPLICABLE, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GOFISH CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
Notes Legend. Every Note issued, if any, and delivered hereunder shall bear a legend in substantially the following form: FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, LOANS MADE UNDER THIS AGREEMENT ARE MADE WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF LOANS, (1) THE ISSUE PRICE IS $[ ]; (2) THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS $[ ]; (3) THE ISSUE DATE IS [ ], 2009; AND (4) THE YIELD TO MATURITY IS [ ]% (COMPOUNDED AS OF EACH INTEREST PAYMENT DATE).