Restrictions on Transfer; Legends. (a) The Transferor Certificates shall be assigned, transferred, exchanged, pledged, financed, hypothecated, or otherwise conveyed (collectively, for purposes of this Section and any other Section referring to the Transferor Certificates, "transferred" or a "transfer") only in accordance with this Section.
Restrictions on Transfer; Legends. Any shares of Parent Common Stock issued in the Merger will not be transferable except (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or (2) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws. Restrictive legends must be placed on all certificates representing shares of Parent issued in the Merger, substantially as follows: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND WERE OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.”
Restrictions on Transfer; Legends. The GTN Shares will not be transferable except (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (2) upon receipt by the Company of a written opinion of counsel, reasonably satisfactory to the Company, that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws. Restrictive legends must be placed on all certificates representing the GTN Shares, substantially as follows: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS." Each Shareholder understands and acknowledges that the Company has not agreed to register the GTN Shares for distribution in accordance with the Securities Act or state law, and that the Company has not agreed to comply with any exemption under the Securities Act or state law for the resale of the GTN Shares. Each Shareholder understands and acknowledges that the Company has no obligation to undertake or complete a public offering of its securities and that even if a public offering is undertaken and successfully completed, the GTN Shares received hereby will remain subject to the restrictions on transferability described in this Agreement. If no public offering is undertaken and completed, the Shareholders may never be able to sell their GTN Shares pursuant to Rule 144 under the Act. Each Shareholder further understands and acknowledges that the Company currently does not file periodic reports with the Securities and Exchange Commission pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and may not be obligated to file such reports at any time in the future. Therefore, the Shareholders may never be able to sell their shares pursuant to Rule 144 under the Act.
Restrictions on Transfer; Legends. Option Shares will be deemed "restricted securities" for purposes of the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, such shares must be sold in accordance with the registration requirement of the Securities Act and any State "Blue Sky" laws or an exemption therefrom. Employee acknowledges that the Company may put a legend on the certificate or certificates representing the Option Shares stating that the shares represented thereby have restrictions on transfer and are subject to rights of first refusal and repurchase by the Company.
Restrictions on Transfer; Legends. Regardless whether the sale or issuance of the Shares has been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or qualified under the securities laws of any state of the United States of America, the Company may impose restrictions upon the sale, assignment, pledge or other transfer of the Shares, if, in the judgment of the Company and the Company's counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law. Stock certificates evidencing any Shares may bear such restrictive legends as the Company and the Company's counsel deem necessary or advisable under applicable law or pursuant to this Agreement.
Restrictions on Transfer; Legends. (a) The Purchaser agrees that it will not Transfer any of the Restricted Securities, except pursuant to an effective registration statement under the Act or an applicable exemption from registration under the Act.
Restrictions on Transfer; Legends. (a) Each of the Purchasers agrees that it will not Transfer, pledge, mortgage, hypothecate or grant a security interest in any of the Restricted Securities, except pursuant to an effective registration statement under the Act or an applicable exemption from registration under the Act.
Restrictions on Transfer; Legends. (a) The Purchaser agrees to not, without the prior written consent of the Company, directly or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition of any Shares beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by such Purchaser on the date hereof or hereafter acquired for a period of six months subsequent to the date hereof. The Purchaser agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of Shares except in compliance with this Agreement.
Restrictions on Transfer; Legends. Seller acknowledges, understands and agrees that the Parent Restricted Stock to be received will constitute “restricted securities” under the Securities Act and applicable regulations inasmuch as they will be acquired in transactions not involving a public offering, and that under such laws and applicable regulations the Parent Restricted Stock may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Seller acknowledges, understands and agrees that if the Parent Restricted Stock is ever in certificated form, then so long as such restrictions remain in effect such certificate(s) shall be stamped or otherwise imprinted with a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Such certificate(s) shall not bear such legend referred to above if, in the opinion of counsel reasonably satisfactory to the Parent, the Parent Stock represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.
Restrictions on Transfer; Legends. The Parent Common Stock and all the Parent Stock Warrants to be issued in the Merger shall be characterized as "restricted securities" for purposes of Rule 144 under the Securities Act, and each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR IN COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. IN ADDITION, THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN SALE RESTRICTIONS AS PROVIDED IN SECTION 8.11 OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER BY AND AMONG I-55 INTERNET SERVICES, INC., XFONE, INC. AND XFONE USA, INC. DATED AS OF AUGUST ___, 2005.
