Securities Law Legends. Buyer agrees and understands that the Shares have not been, and shall not be, registered under the Securities Act or the securities Laws of any state and that the Shares may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state securities Laws or as to which an exemption from the registration requirements of the Securities Act and applicable state securities Laws is available. Buyer acknowledges and agrees that no person has any right to require Seller to cause the registration of any of the Shares. The certificates representing the Shares may contain a legend similar to the following and other legends necessary or appropriate under applicable state securities Laws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
Securities Law Legends. Any transfer or sale of the Shares is further subject to all restrictions on transfer imposed by state or federal securities laws. Accordingly, it is understood and agreed that the certificates representing the Shares shall bear any legends required by such state or federal securities laws.
Securities Law Legends. Each instrument representing the Preferred Shares or the Conversion Shares may be endorsed with the following or similar legends:
Securities Law Legends. Buyer agrees and understands that the Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction (including any foreign country), by Seller or its Affiliates and that the Securities may be sold or disposed of only in one or more transactions registered under the Securities Act and applicable state and other jurisdiction (including any foreign country) securities laws or as to which an exemption from the registration requirements of the Securities Act and applicable state and other jurisdiction (including any foreign country) securities laws is available. Buyer acknowledges and agrees that, to its Knowledge, no Person has any right to require Seller or any Selling Entity to cause the registration of any of the Securities under any securities laws. The certificates, if any, representing the Securities shall to the extent required by Requirements of Law contain a legend substantially similar to the following and other legends necessary or appropriate under applicable securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE OR OTHER JURISDICTION (INCLUDING ANY FOREIGN COUNTRY) SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE OR OTHER JURISDICTION (INCLUDING ANY FOREIGN COUNTRY) SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS.
Securities Law Legends. Buyer agrees and ---------------------- understands that the Newco Brazil Shares have not been, and will not be, registered under the securities laws of any state or country and that the Newco Brazil Shares may be sold or disposed of only in one or more transactions registered under applicable securities laws or as to which an exemption from the registration requirements of applicable securities laws is available. Buyer acknowledges and agrees that no person has any right to require Sellers to cause the registration of any of the Newco Brazil Shares. The certificates representing the Newco Brazil Shares shall contain a legend to such effect.
Securities Law Legends. Each certificate representing the Shares shall be endorsed with the following legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN LIMITATIONS AND RESTRICTIONS SET FORTH IN THAT CERTAIN STOCK PURCHASE AGREEMENT AMONG THE COMPANY AND GREATER HOUSTON PHYSICIANS’ MEDICAL ASSOCIATION, P.L.L.C., A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE PRINCIPAL OFFICES OF THE COMPANY. SUCH LIMITATIONS AND RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT, OR (II) PURSUANT TO AN OPINION OF COUNSEL, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER, OR DISTRIBUTION.”
Securities Law Legends. The Skyline Medical Common Stock issued in the Share Exchange will not be transferable except (i) pursuant to an effective registration statement under the Securities Act or (ii) upon receipt by Skyline Medical of a written opinion of counsel for the holder reasonably satisfactory to Skyline Medical to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities Legal Requirements. Restrictive legends shall be placed on all certificates (if any) or book entries of the Skyline Medical’s transfer agent, representing shares of Skyline Medical Common Stock issued in the Share Exchange, substantially as follows: NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS (SUCH FEDERAL AND STATE LAWS, THE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS. Except as otherwise provided by applicable Legal Requirements, the failure of any stock certificate representing Skyline Medical Common Stock to contain a legend in substantially the form set forth above shall not affect the enforceability of restrictions set forth in this Section 1.5.
Securities Law Legends. 66 SECTION 7.11 Advise of Changes................................67 SECTION 7.12
Securities Law Legends. 54 Section 7.5 Insurance; Risk of Loss....................................................... 54 Section 7.6 Consents...................................................................... 55 Section 7.7 Fees and Expenses............................................................. 55 Section 7.8 Gift Cards, Etc; Return Policies.............................................. 55 Section 7.9 HIPAA Confidentiality......................................................... 56 Section 7.10 Non-Solicitation of Employees................................................ 56 Section 7.11 Certain Litigation........................................................... 57 Section 7.12 Supplemental Quarterly Financial Statements.................................. 57
Securities Law Legends. 42 Section 9.3 Insurance; Risk of Loss............................... 43 Section 9.4 Directors' and Officers' Indemnification.............. 43 Section 9.5
