Explanation of Abbreviations and Securities Transfer Restrictions for Stock Certificates

Contract Categories: Business Finance › Shareholders Agreements
Summary

This document explains the abbreviations used on stock certificates, such as those indicating joint ownership or custodianship. It also states that the voting rights and transfer of the securities are subject to a Stockholders’ Agreement and that the securities have not been registered under federal or state securities laws. As a result, these securities cannot be sold or transferred unless certain legal requirements are met, such as registration or an acceptable legal opinion. The document is intended for shareholders and those handling stock transfers.

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EX-4.2 3 l26911aexv4w2.htm EX-4.2 EX-4.2  

Exhibit 4.2
EXHIBIT B

 

 

EXPLANATION OF ABBREVIATIONS
     The following abbreviations, when used in the inscription of ownership on the face of this certificate, shall be construed as if they were written out in full according to applicable laws or regulations. Abbreviations, in addition to those appearing below, may be used.
             
JT TEN
  As joint tenants with right of survivorship and   TEN ENT   As tenants by the entireties
 
  not as tenants in common   UNIF GIFT MIN ACT   Uniform Gifts to Minors Act
TEN COM
  As tenants in common   CUST   Custodian for
 
      UNIF TRANS MIN ACT   Uniform Transfers to Minors Act
THE VOTING RIGHTS AND OBLIGATIONS WITH RESPECT TO, AND SALE OR OTHER DISPOSITION OF, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF                                         , 2007, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW, (II) A “NO ACTION” LETTER OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH SALE OR OFFER, OR (III) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER.