Common use of Share Legends Clause in Contracts

Share Legends. Each certificate for shares of Common Stock issued ------------- upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933 and may not be sold or offered for sale unless registered pursuant to such Act or unless the holder hereof delivers to Blue Rhino Corporation an opinion of counsel reasonably acceptable to Blue Rhino Corporation stating that an exemption from such registration is available." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. Each certificate for shares of Common Stock issued upon exercise of this Warrant shall also bear any legends required under the Shareholders' Agreement, to the extent required thereby. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the restrictions contained in such Shareholders' Agreement no longer apply because of the occurrence of one or more of certain events described therein.

Appears in 2 contracts

Samples: Note Purchase Agreement (Blue Rhino Corp), Registration Rights Agreement (Blue Rhino Corp)

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Share Legends. Each certificate for shares of Common Stock issued ------------- upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933 and may not be sold or offered for sale unless registered pursuant to such Act or unless the holder hereof delivers to Blue Rhino Corporation an opinion of counsel reasonably acceptable to Blue Rhino Corporation stating that an exemption from such registration is available." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. Each certificate for shares of Common Stock issued upon exercise of this Warrant shall also bear any legends required under the Shareholders' Agreement, to the extent required thereby. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the restrictions contained in such Shareholders' Agreement no longer apply because of the occurrence of one or more of certain events described therein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Blue Rhino Corp), Unit Purchase Agreement (Blue Rhino Corp)

Share Legends. Each certificate for shares of Common Stock issued ------------- upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: "This security has not been registered under the Securities Act of 1933 and may not be sold or offered for sale unless registered pursuant to such Act or unless the holder hereof delivers to Blue Rhino Corporation an opinion of counsel reasonably acceptable to Blue Rhino Corporation stating that an exemption from such registration is available." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. Each certificate for shares of Common Stock issued upon exercise of this Warrant shall also bear any legends required under the Shareholders' Agreement, dated as of December 1, 1994 between the Corporation, and certain investors and management stockholders described therein, to the extent required thereby. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the restrictions contained in such Shareholders' Agreement no longer apply because of the occurrence of one or more of certain events described therein.

Appears in 1 contract

Samples: Blue Rhino Corp

Share Legends. Each certificate for shares of Common Stock issued ------------- upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Securities Act, shall bear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This security has not been registered under the Securities Act of 1933 and may not be sold or offered for sale unless registered pursuant to such Act or unless the holder hereof delivers to Blue Rhino Corporation an opinion of counsel reasonably acceptable to Blue Rhino Corporation stating that an exemption from such registration is available." ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE TRANSFERRED BY SALE, GIFT, PLEDGE OR OTHERWISE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE OR , AN OPINION OF COUNSEL AND OTHER ASSURANCES SATISFACTORY TO THE CORPORATION THAT REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel selected by the holder Holder of such certificate (who may be an employee of such holder) cerfificate and reasonably acceptable to the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. Each certificate for shares of Common Stock issued upon exercise of this Warrant shall also bear any legends required under the Shareholders' Agreement, to the extent required thereby. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporation, the restrictions contained in such Shareholders' Agreement no longer apply because of the occurrence of one or more of certain events described therein.

Appears in 1 contract

Samples: Wellington Hall LTD

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Share Legends. Section 1.01 Each stock certificate for shares of Common Stock issued ------------- upon exercise of this Warranta Warrant granted under the Plan shall bear such legends as set forth in the Warrant Instrument, unless at including, without limitation, a legend containing the time following words: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS." The requirement that the above legend be placed upon certificates evidencing any such securities shall cease and terminate upon the earliest of exercise the following events: (i) when such shares are registered under the Securities Acttransferred in an underwritten public offering, shall bear the following legend: "This security has not been registered (ii) when such shares are transferred pursuant to Rule 144 under the Securities Act of 1933 and may not be sold or offered for sale unless registered pursuant to (iii) when such Act or unless shares are transferred in any other transaction if the holder hereof seller delivers to Blue Rhino Corporation the Company an opinion of its counsel, which counsel and opinion shall be reasonably acceptable satisfactory to Blue Rhino Corporation stating the Company, or a "no-action" letter from the Staff of the Securities and Exchange Commission, in either case to the effect that an exemption from such registration is available." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except is no longer necessary in order to protect the Company against a new certificate issued upon completion violation by it of a public distribution pursuant to a registration statement under the Securities Act) shall also bear Act upon any sale or other disposition of such legend unlessshares without registration thereunder. Upon the occurrence of such event, in the opinion Company, upon the surrender of counsel selected by certificates containing such legend, shall, at its own expense, deliver to the holder of any such certificate (who may be an employee of such holder) and reasonably acceptable securities as to which the Corporation, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. Each certificate requirement for shares of Common Stock issued upon exercise of this Warrant shall also bear any legends required under the Shareholders' Agreement, to the extent required thereby. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless in the opinion of counsel selected by the holder of such certificate (who may be an employee of such holder) and reasonably acceptable to the Corporationhave terminated, the restrictions contained in such Shareholders' Agreement no longer apply because of the occurrence of one or more new certificates evidencing such securities not bearing such legend. Exhibit E CONFIDENTIAL DISCLOSURE AGREEMENT This Confidential Disclosure Agreement ("Agreement") is made this _____ day of certain events described therein____________, ____ by and between Endeavor Pharmaceuticals, Inc., a Delaware corporation, located at 000 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, ("Endeavor") and Xxxxx Xxxxx, an individual whose address is Stack Pharmaceuticals, 0 Xxxxxx Xxx, Xxxxxxxxxx, XX 00000 ("Consultant").

Appears in 1 contract

Samples: Confidential Disclosure Agreement (Endeavor Pharmaceuticals Inc)

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