Common use of RESTRICTIVE LEGEND REQUIREMENTS Clause in Contracts

RESTRICTIVE LEGEND REQUIREMENTS. 3.1 Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this Section 4 or in Section 5 hereof, bear, a legends substantially in the following form: THE TRANSFER OR SALE OF THIS SECURITY IS SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT, DATED AS OF AUGUST 29, 2005, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. A certificate shall not bear the legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the Company, the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

Appears in 3 contracts

Samples: Registration Rights Agreement (Local Matters Inc.), Registration Rights Agreement (Local Matters Inc.), Registration Rights Agreement (Local Matters Inc.)

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RESTRICTIVE LEGEND REQUIREMENTS. 3.1 Each certificate representing any shares of Equity Securities shall, except as otherwise provided in this Section 4 or in Section 5 hereof, bear, a legends substantially in the following form: THE TRANSFER OR SALE OF THIS SECURITY IS SUBJECT TO THE TERMS OF AN INVESTOR A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 29OCTOBER 19, 2005, 2006 A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE SOLD UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. A certificate shall not bear the legend set forth in the second paragraph above (or any portion thereof) if, in the opinion of counsel reasonably satisfactory to the Company, the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

Appears in 2 contracts

Samples: Registration Rights Agreement (Local Matters Inc.), Registration Rights Agreement (Local Matters Inc.)

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