Common use of Restrictions on Resale; Legends Clause in Contracts

Restrictions on Resale; Legends. The Principal Stockholder agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder agrees, ------------------------------- and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the -------- applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.

Restrictions on Resale; Legends. The Principal Stockholder ------------------------------- agrees, and ------------------------------- the Company will use commercially reasonable efforts to cause each other Stockholder to agree, not to offer, sell, assign, exchange, transfer, encumber, pledge, distribute or otherwise dispose of the VIALOG Stock to be acquired by them pursuant to this Agreement except after full compliance with all of the applicable provisions of the Securities Act and applicable state securities Laws, and any attempt by a Stockholder to do so will be treated as ineffective for all purposes. The certificates of VIALOG Stock issued pursuant to Section 2.1(a) of this Agreement will bear the following legend substantially as set forth: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF WITHOUT (1) REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO VIALOG) OF COUNSEL (SATISFACTORY TO VIALOG) THAT REGISTRATION IS NOT REQUIRED.