Legends and Restrictions. (a) The Restricted Shares shall bear a notation or legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OR COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
Legends and Restrictions. (a) Legend. Investor understands and agrees that the ------ certificate(s) representing Shares will bear legends in the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY AND IN GOOD FAITH SATISFACTORY TO THE ISSUER TO THE EFFECT THAT THE PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."
Legends and Restrictions. The shares of Buyer Common Stock, and any securities issued in respect thereof or exchange therefor, issued to the Stockholders as Merger Consideration shall be imprinted with a conspicuous legend in substantially the following form (unless otherwise permitted under this Agreement): “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION.” Upon the request of a Stockholder or any successor holder of any shares of Buyer Common Stock issued as Merger Consideration, accompanied by an opinion of counsel selected by such Stockholder or successor holder, which opinion and other counsel are reasonably satisfactory to the Buyer, to the effect that a transfer by the holder will not violate the 1933 Act or applicable state or other securities laws, the Buyer shall remove the legend from the Buyer Common Stock held by the holder or shall issue to the holder a new certificate for Buyer Common Stock without the transfer legend.
Legends and Restrictions. If a share certificate is issued evidencing the Restricted Shares, such certificate shall be registered in the name of Holder but shall be held in custody by the Company, and such share certificate may contain such legends as may be appropriate to evidence restrictions imposed under applicable state corporation and securities laws, and under the Plan and this Agreement. If a share certificate is not issued evidencing the Restricted Shares but the Restricted Shares are otherwise registered in the Company’s stock transfer records, the Restricted Shares shall be registered in the name of Holder but the Company shall be authorized to put in place such procedures as will require the above restrictions to be honored by the transfer agent for the Stock.
Legends and Restrictions. (a) Each certificate for Shares and Common Share Equivalents held by any Party shall include each of the legends in substantially the following form, until such time as such legend(s) is no longer required by applicable securities laws or by this Agreement, at which time the holder thereof shall be entitled to receive from the Company, without expense to such holder, new certificate(s) not bearing such restrictive legends. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, OR (ii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS ON TRANSFER, AND OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 15, 1997, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
Legends and Restrictions. The stock certificates for the Titan Common Stock to be issued to the DTI Stockholders shall be imprinted with a conspicuous legend in substantially the following form (unless otherwise permitted under this Agreement): THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION. Upon the request of a DTI Stockholder or any successor holder of Titan Common Stock, accompanied by an opinion of counsel selected by the DTI Stockholder or successor holder, which opinion and other counsel are reasonably satisfactory to Titan, to the effect that a transfer by the holder will not violate the 1933 Act or applicable state or other securities laws, Titan shall remove the legend from the Titan Common Stock held by the holder or shall issue to the holder a new certificate for Titan Common Stock without the transfer legend. Titan agrees that Xxxxxxx & Xxxxxx, LLP shall be acceptable counsel for the purposes of this Section 1.7
Legends and Restrictions. The shares of Purchaser’s common stock, and any securities issued in respect thereof or exchange therefor, issued to the Company Stockholders as Merger Consideration shall be imprinted with a conspicuous legend in substantially the following form (unless otherwise permitted under this Agreement): “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION.”
Legends and Restrictions. Mercosur Common Stock Purchase Agreement, May 10, 2005, Page 4 of 7
Legends and Restrictions. Buyer agrees that the certificate or certificates evidencing the Stock and each new certificate therefor, and Seller agrees that the Promissory Notes, shall bear conspicuously a legend in substantially the following form: "THE SECURITIES/INTERESTS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THE SECURITIES/INTERESTS OR AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE ISSUER HEREOF, THAT REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF THE PROPOSED TRANSFER." Buyer further agrees that it will not cause or permit the Company to remove the above legend from the Stock unless the Company receives a letter from the staff of the Securities and Exchange Commission (the "Commission") or an opinion of counsel to the effect that such legend is not required for purposes of the Securities Act. Buyer further agrees that it will not cause or permit the Company to register on its stock transfer books any purported transfer of the Stock except pursuant to (i) an effective registration statement under the Securities Act covering the Stock, or (ii) a letter from the staff of the Commission or an opinion of counsel stating that registration is not required under the circumstances of the proposed transfer.
Legends and Restrictions
