Common use of Securities Act Legend Clause in Contracts

Securities Act Legend. Except as otherwise provided in Section 5.2 hereof, each certificate evidencing shares of Common Stock issued on or after the date hereof to a Holder or to a subsequent transferee of such Holder, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

Securities Act Legend. Except as otherwise provided in Section 5.2 5.4 hereof, each certificate evidencing shares of Common Stock Security held by a Holder, and each Security issued on or after the date hereof to a Holder or to a any subsequent transferee of such HolderSecurity, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE OR ANY STATE SECURITIES OR "BLUE SKY" LAWS OF ANY STATELAWS. SUCH SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNEDDISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, EXCEPT PURSUANT IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO (iTHE ISSUER) A REGISTRATION STATEMENT WITH RESPECT TO THAT SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACTOFFER, (ii) RULE 144 UNDER SUCH ACTSALE, PLEDGE, TRANSFER, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACTDISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.