Common use of The Exchange Shares Clause in Contracts

The Exchange Shares. The Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for Chantal, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Exchange Shares for which the CSI Shares shall have been issued pursuant to this Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHANTAL SKIN CARE CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

The Exchange Shares. The Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal BankEngine receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for ChantalBankEngine, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Exchange Shares for which the CSI Syscan Shares shall have been issued pursuant to this Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHANTAL SKIN CARE CORPORATION BANKENGINE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE CORPORATION BANKENGINE TECHNOLOGIES INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

The Exchange Shares. The Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal DPWF receives an opinion of counsel for the stockholdershareholder, reasonably satisfactory to counsel for ChantalDPWF, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Exchange Shares for which the CSI Subject Shares shall have been issued pursuant to this Agreement shall contain a legend substantially as follows: "“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHANTAL SKIN CARE CORPORATION DPWF RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE CORPORATION DPWF THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”

The Exchange Shares. The Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Chantal MSC receives an opinion of counsel for the stockholdershareholder, reasonably satisfactory to counsel for ChantalMSC, that an exemption from the registration requirements of the Securities Act is available. The certificates representing the number of Exchange Shares for which the CSI SSRG Shares shall have been issued pursuant to this Agreement shall contain a legend substantially as follows: "“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHANTAL SKIN CARE CORPORATION MSC RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHANTAL SKIN CARE CORPORATION MSC THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."”