Common use of Stock Restrictions Clause in Contracts

Stock Restrictions. The certificates representing the shares of FV Common Stock issued pursuant to this Agreement shall bear restrictive legends (and stop transfer orders shall be placed against the transfer thereof with FV's transfer agent), stating substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO AN OPINION OF COUNSEL FOR FIRST VIRTUAL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES."

Appears in 1 contract

Samples: N Agreement and Plan of Reorganization (Softbank Holdings Inc Et Al)

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Stock Restrictions. The In addition to any legend imposed by applicable state or foreign securities laws, the certificates representing for the shares of FV Common Stock issued Earn-Out Shares issuable pursuant to Section 12.4 of this Agreement shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with FVParent's transfer agent), stating substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"). SUCH SHARES THESE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED PLEDGED OR OTHERWISE DISPOSED OF EXCEPT TRANSFERRED UNLESS (I) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETOCOVERING SUCH OFFER, SALE OR TRANSFER OR (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO THERE IS AN OPINION OF COUNSEL FOR FIRST VIRTUAL COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH AN EXEMPTION FROM THE REGISTRATION IS NOT REQUIRED UNDER REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE. THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF 1933." "ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARESCERTIFICATE."

Appears in 1 contract

Samples: Asset Purchase Agreement (Pc Tel Inc)

Stock Restrictions. The certificates representing In addition to any legend imposed by applicable state securities laws or by any contract which continues in effect after the shares of FV Common Stock Closing Date, the Warrant issued pursuant to this Agreement Agreement, and any Warrant Shares issued upon exercise of the Warrant shall bear a restrictive legends legend (and stop transfer orders shall be placed against the transfer thereof with FVBuyer's transfer agent), stating substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"). SUCH SHARES THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED ASSIGNED, OR OTHERWISE DISPOSED HYPOTHECATED IN THE ABSENCE OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) IN COMPLIANCE WITH RULE 144 OR (III) PURSUANT TO AN OPINION OF COUNSEL FOR FIRST VIRTUAL COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES ACT OF 1933." "THE SHARES REPRESENTED BY AND EXCHANGE COMMISSION. THIS CERTIFICATE ARE SUBJECT MUST BE SURRENDERED TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH THE COMPANY OR ITS TRANSFER AGENT PRIOR TO ANY TRANSFER OF ANY INTEREST IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARESSECURITIES REPRESENTED HEREBY."

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Microproducts Inc)

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Stock Restrictions. The certificates representing the shares of FV Common Purchaser Stock issued pursuant to this Agreement shall bear a restrictive legend or legends (and stop transfer orders shall be placed against the transfer thereof with FVPurchaser's transfer agent), stating substantially as follows: (a) "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 ("THE ACT") AND ARE "RESTRICTED SECURITIES" AS AMENDEDDEFINED IN THE RULE 144 PROMULGATED UNDER THE ACT. SUCH SHARES THE SECURITIES MAY NOT BE SOLD, SOLD OR OFFERED FOR SALE, TRANSFERRED, ASSIGNED SALE OR OTHERWISE DISPOSED OF DISTRIBUTED EXCEPT (Ii) PURSUANT TO IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, FOR THE SHARES UNDER THE ACT OR (IIii) IN COMPLIANCE WITH RULE 144 144, OR (IIIiii) PURSUANT TO AN OPINION OF COUNSEL FOR FIRST VIRTUAL TO THE CORPORATION THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933AS TO SAID SALE, OFFER OR DISTRIBUTION." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER, AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION(b) Any legend required by the securities laws of any state. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES."3.3

Appears in 1 contract

Samples: Stock Purchase Agreement (Business Resource Group)

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