Common use of Transfer Restriction Legend Clause in Contracts

Transfer Restriction Legend. Each certificate representing Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend in substantially the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, addressed and delivered to the Company and such holder, the securities represented by such certificate no longer need to be subject to the restrictions contained in Section 5. The provisions of Section 5 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 5 contracts

Samples: Image Technology Laboratories Inc, Image Technology Laboratories Inc, Image Technology Laboratories Inc

AutoNDA by SimpleDocs

Transfer Restriction Legend. Each certificate representing for Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend in substantially similar to the following form (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face thereof: The securities represented by this certificate have not been registered under the Securities Act of "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any applicable state securities lawsOR ANY STATE SECURITIES LAW. The transfer of said securities is subject to the restrictions set forth in Section 5 hereof and no transfer of said securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. NEITHER THESE SHARES, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED." Any certificate issued at any time upon transfer of, or in exchange or substitution for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under an effective registration statement of the securities represented by such certificate pursuant to a registration under the Securities Actthereby) shall also bear such legend unless, unless in the opinion of counsel for the Company, addressed and delivered to the Company and such holderspecified in Section 6, the securities represented by such certificate thereby need no longer need to be subject to the restrictions contained in Section 5this Warrant. The provisions of Section 5 7 shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Exchange Agreement (Mdsi Mobile Data Solutions Inc /Can/), Mdsi Mobile Data Solutions Inc /Can/

Transfer Restriction Legend. Each certificate representing Warrant Shares shares initially issued upon exercise of this WarrantWarrant (and subsequently issued if appropriate), unless at the time of exercise such Warrant Shares shares are registered under the Securities Act, shall bear a legend in substantially the following form legend (and any additional legend required by applicable securities laws or any securities exchange on which the Warrant Shares may or NASDAQ at the time be listedof such exercise) on the face thereof: "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 and may not be sold, transferred, hypothecated or otherwise assigned except pursuant to a registration statement with respect to such securities which is effective under such act and under any applicable state securities laws. The transfer laws unless, in the opinion of said securities is subject counsel reasonably satisfactory to the restrictions set forth in Section 5 hereof Company, an exemption from the registration requirements of such act and no transfer of said state securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. laws is available." Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate thereby pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the registered holder thereof reasonably acceptable to the Company, addressed and delivered to the Company and such holder, the securities shares represented by such certificate thereby need no longer need to be subject to the restrictions contained in Section 5this Section. The provisions of this Section 5 6., shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 2 contracts

Samples: Warrant And (Ziasun Technologies Inc), Gk Intelligent Systems Inc

Transfer Restriction Legend. Each certificate representing Warrant Shares shares initially issued upon exercise of this WarrantWarrant (and subsequently issued if appropriate), unless at the time of exercise such Warrant Shares are registered shares have been sold pursuant to an effective registration statement under the Securities Act, shall bear a legend in substantially the following form legend (and any additional legend required by any applicable securities exchange on which the Warrant Shares may at the time be listedlaws) on the face thereof: β€œThe securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be sold, transferred, hypothecated or otherwise assigned except pursuant to a registration statement with respect to such securities which is effective under such act and under any applicable state securities laws. The transfer laws unless, in the opinion of said securities is subject counsel reasonably satisfactory to the restrictions set forth in Section 5 hereof Company, an exemption from the registration requirements of such act and no transfer of said state securities shall be valid or effective unless and except in compliance with the terms and conditions of said Section 5. laws is available.” Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate thereby pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the registered holder thereof reasonably acceptable to the Company, addressed and delivered to the Company and such holder, the securities shares represented by such certificate thereby need no longer need to be subject to the restrictions contained in this Section 51(e). The provisions of this Section 5 1(e) shall be binding upon all subsequent holders of certificates bearing the above legend, and shall also be applicable to all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Telesource International Inc

AutoNDA by SimpleDocs

Transfer Restriction Legend. Each certificate representing Warrant Shares initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear a legend in substantially the following form legend (and any additional legend required by any securities exchange on which the Warrant Shares may at the time be listed) on the face fact thereof: "The securities represented by this certificate hereby have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. The and the transfer of said such securities is subject to the restrictions set forth in Section 5 hereof the Warrant pursuant to which such securities have been issued, a copy of which is available for inspection at the principal executive offices of Xplor Corporation, and no transfer of said such securities shall be valid or effective unless and except in compliance with until the terms and conditions of said Section 5. Warrant shall have been complied with." Any certificate issued at any time upon transfer of, or in exchange for or replacement of, any certificate bearing such legend (except a new certificate issued upon completion of a public distribution of the securities represented by such certificate thereby pursuant to a registration under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, or such other counsel as shall be acceptable to the Company, in each case addressed and delivered to the Company and such holderCompany, the securities represented by such certificate thereby need no longer need to be subject to the restrictions contained in Section 5this Warrant. The provisions of Section 5 this Warrant shall be binding upon all subsequent holders of certificates bearing the above legend, legend and shall also be applicable to all subsequent holders of this Warrant.

Appears in 1 contract

Samples: Venus Exploration Inc

Time is Money Join Law Insider Premium to draft better contracts faster.