Restrictive Stock Legend. This Warrant and the Warrant Stock have not been registered under any securities laws. Accordingly, any share certificates issued pursuant to the exchange of this Warrant shall (until receipt of an opinion of counsel in customary form that such legend is no longer necessary) bear the following legend: THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXCHANGE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN CUSTOMARY FORM THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, until such time as the securities represented thereby are no longer subject to the restrictions set forth in Section 4.2 of the Purchase Agreement and there is delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend is no longer required, any stock certificates issued pursuant to the exercise of this Warrant shall bear the following legend: THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE INVESTMENT AND MASTER STRATEGIC RELATIONSHIP AGREEMENT DATED AS OF OCTOBER 9, 1997 BETWEEN THE ISSUER AND SYNTHELABO AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE ISSUER. THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Restrictive Stock Legend. The number of units (each a "Unit" and collectively, the "Units") set forth on the signature page of this Subscription Agreement comprised of (i) one (1) share (each a "Share" and collectively, the "Shares") of the Common Stock, $0.01 par value per share ("Common Stock"), of Hydron Technologies, Inc., a New York corporation (the "Company"), and (ii) a Warrant to purchase one (1) share of Common Stock (each and "Warrant" and, collectively, the "Warrants") at any time or from time to time exercisable in whole or in part for a [five (5)] year period ending on the [fifth] anniversary of the date of this letter agreement at an exercise price of $1.00 per share, are subject to certain restrictions on transfer under federal and applicable state securities law. Certificates evidencing Shares, Warrants and shares of Common Stock to be issued upon exercise of the Warrants shall each bear one (if a U.S. subscriber) or both of the following restrictive legends with respect to such restrictions: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR, IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED." NON-U.S. SUBSCRIBER: ------------------- THESE SECURITIES ARE BEING OFFERED IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. THESE SECURITIES ARE SUBJECT RESTRICTIONS ON TRANSFER AND RESALE AND MY NOT BE OFFERED, TRANSFERRED OR RESOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIRMENTS OF THE SECURITIES ACT IS AVAILABLE. SCHEDULE A ----------
Restrictive Stock Legend. IPL will cause each certificate of any Stockholder evidencing the Shares outstanding during the period the restriction set forth in Section 1 is in effect to bear a legend in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF AN AGREEMENT DATED _______________, AS IT MAY BE AMENDED, AMONG INTERNATIONAL POST LIMITED, LOUIS H. SIRACUSANO, DONALD H. BUCK AND ARNOLD P. FEXXXXXX, X XXXX XX XHIXX XX XX XXXX AT THX XXXXXXXXX XXXXXXIVE OFFICES OF _______________________________. Upon the expiration of the period during which the provisions of Section 1 are in effect or in the event that the Shares otherwise cease to be subject to the restrictions on transfer set forth in this Agreement, IPL shall, upon the written request of the Stockholder, issue to the Stockholder a new certificate evidencing such shares without the legend required by this Section 9. Shares transferred in accordance with Sections 3, 4, 6, 7 and 8 hereof shall be issued without such legend.
Restrictive Stock Legend. This Warrant and the Series A Preferred Stock issuable upon exercise of this Warrant have not been registered under federal and state securities laws. Accordingly, unless there is an effective registration statement and qualification respecting the Series A Preferred Stock under securities laws at the time of exercise of this Warrant, any certificate for Warrant Securities shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD, OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the exercise of this Warrant shall (until receipt of an opinion from Xxxxxxxx & Xxxxxxxx LLP or another law firm satisfactory to the Company that such legend is no longer necessary) bear the following legend: This security was sold in a private placement, without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be offered or sold only if registered under the Securities Act or if an exemption from registration is available.
Restrictive Stock Legend. Any share certificates representing the Purchase Notice Shares (in physical form or in book entry) shall bear the following legends: “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, or (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended.” “The securities represented hereby are subject to the terms of that certain Equity Purchase Agreement by and between MabVax Therapeutics Holdings, Inc. and Triton Funds LP, a copy of which is available to holder upon request.”
Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the exercise of this Warrant shall from outside counsel for the Company or another law firm satisfactory to the Company that such legend is no longer necessary).
Restrictive Stock Legend. This Warrant and the Warrant Shares have not been registered under any securities laws. Accordingly, any stock certificates issued pursuant to the exercise of this Warrant shall (until receipt of an opinion from Morrxxxx & Xoerxxxx XXX or another law firm satisfactory to the Company that such legend is no longer necessary) bear the following legend: THIS SECURITY WAS SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Restrictive Stock Legend. The Investor agrees and acknowledges that a restrictive stock legend shall be placed on the share certificates representing the Put Shares.
