Common use of U.S. Legend Clause in Contracts

U.S. Legend. The Buyer understands that the certificates or other instruments representing the Securities shall bear a legend set forth below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND, IF REQUESTED BY CARDIOME PHARMA CORP. (“CARDIOME”), UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CARDIOME THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE 1933 ACT. BY PURCHASING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF CARDIOME THAT IT WILL COMPLY WITH THESE RESALE RESTRICTIONS. The legend set forth above shall be removed and the Company shall issue certificates representing such securities without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (A) such Securities are registered for resale under the 1933 Act, (B) in connection with a sale, assignment or other transfer, such holder provides the Company with reasonable assurance that the sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, (C) if the Company is a “foreign issuer,” within the meaning of Regulation S under the 1933 Act and the Securities are being sold pursuant to Regulation S, such legend may be removed by providing a declaration to the Company that such shares may be sold pursuant to Regulation S or (D) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred without volume limitations or manner of sale restrictions pursuant to Rule 144 or have been sold in accordance with Rule 144.

U.S. Legend. The Buyer understands that (a) Upon payment therefor as provided in this Agreement, the certificates Company will issue one or other instruments more Debentures and Warrants in the name each Purchaser or its nominees and in such denominations to be specified by such Purchaser prior to (or from time to time subsequent to) Closing. Each Debenture and Warrant and any certificate representing Underlying Shares or Warrant Shares issued upon conversion or exercise thereof, prior to such Underlying Shares of Warrant Shares becoming duly registered under the Securities 1933 Act and freely tradeable on the Principal Market, shall bear a legend set forth belowbe stamped or otherwise imprinted with legends in substantially the following form: THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE UNITED STATES ONLY OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION UNDER THE 1933 ACT ANDREQUIREMENTS. (b) The Company agrees to reissue certificates representing Debentures, IF REQUESTED BY CARDIOME PHARMA CORP. (“CARDIOME”)Warrants or Common Shares issuable upon conversion of Debentures or exercise of Warrants, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CARDIOME THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE 1933 ACT. BY PURCHASING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF CARDIOME THAT IT WILL COMPLY WITH THESE RESALE RESTRICTIONS. The legend without the legends set forth above shall be removed and the Company shall issue certificates representing in Section 6.1(a), at such securities without such legend to time as (i) the holder thereof is permitted to dispose of such Debentures or Warrants and/or Underlying Shares or Warrant Shares issuable upon conversion of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (A) such Securities are registered for resale Debentures or exercise of the Warrants without registration under the 1933 Act, or (Bii) such securities are sold to a purchaser or purchasers who (in connection with a salethe opinion of counsel to the seller or the Purchaser, assignment or other transfer, such holder provides in form and substance reasonably satisfactory to the Company with reasonable assurance that the sale, assignment or transfer and its counsel) are able to dispose of the Securities may be made such shares publicly without registration under the applicable requirements of the 1933 Act, (C) if the Company is a “foreign issuer,” within the meaning of Regulation S under the 1933 Act and the Securities are being state securities laws, or (iii) such securities have been sold pursuant to Regulation San effective registration statement under the 1933 Act, such legend may be removed by providing or (iv) a declaration to by the Company seller that such shares may be securities have been sold pursuant to Rule 904 under Regulation S or (D) such holder provides of the Company with reasonable assurance that the Securities can be sold, assigned or transferred without volume limitations or manner of sale restrictions pursuant to Rule 144 or have been sold in accordance with Rule 1441933 Act.