Legends Clause Example with 25 Variations from Business Contracts
This page contains Legends clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Legends. (a) Each certificate representing Warrant Shares held by the Investors shall be endorsed with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER TH...E SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.View More
Variations of a "Legends" Clause from Business Contracts
Legends. (a) Each certificate representing Unless the Warrant Shares held by are registered for resale with the Investors Commission, each certificate evidencing the Warrant Shares issued upon exercise of this Warrant shall be endorsed stamped or imprinted with a legend required pursuant to the Purchase Agreement. 3 6. Removal of Legend. Upon request of a holder of a certificate with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXC...HANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and legends required by Section 5 hereof, the Company shall issue to such holder a new certificate without therefor free of any transfer legend, if, with such legend request, the Company shall have received an opinion of counsel satisfactory to the transferee Company in form and substance to the effect that any transfer by such holder of the Warrant Shares represented thereby, if, unless otherwise required evidenced by such certificate will not violate the Securities Act or any applicable state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. law. View More
Legends. (a) Each certificate representing evidencing the Shares issued upon exercise of this Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIE...S ACT"), AND, ACCORDINGLY, AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED TRANSFERRED OR OTHERWISE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS IT HAS BEEN REGISTERED UNDER THE SUCH ACT AND ALL SUCH APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, OPTION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT APPLICABLE REGISTRATION REQUIREMENTS OF THE SECURITIES SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES SUCH LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and IS AVAILABLE." 3 6. Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides a new certificate therefor free of any transfer legend, if, with such request, the Company with shall have received an opinion of counsel, reasonably acceptable counsel satisfactory to the Company, Company in form and substance to the effect that any transfer by such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements holder of the Securities Act, Shares evidenced by such certificate will not violate the Act or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. any applicable state securities laws. View More
Legends. (a) Each certificate representing evidencing the Shares issued upon exercise of this Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIE...S ACT"), AND, ACCORDINGLY, AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED TRANSFERRED OR OTHERWISE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS IT HAS BEEN REGISTERED UNDER THE SUCH ACT AND ALL SUCH APPLICABLE STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, OPTION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT APPLICABLE REGISTRATION REQUIREMENTS OF THE SECURITIES SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES SUCH LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and IS AVAILABLE." 6. Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides a new certificate therefor free of any transfer legend, if, with such request, the Company with shall have received an opinion of counsel, reasonably acceptable counsel satisfactory to the Company, Company in form and substance to the effect that any transfer by such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements holder of the Securities Act, Shares evidenced by such certificate will not violate the Act or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. any applicable state securities laws. View More
Legends. (a) The Holder acknowledges that each certificate evidencing the Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws. Each such certificate representing Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURI...TIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall 6 8. Fractional Shares. No fractional Shares will be removed, and issued in connection with any exercise hereunder. Instead, the Company shall issue a certificate without such legend round the number of Shares to be issued up to the transferee of the nearest whole Share. This Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. may only be exercised for whole shares. View More
Legends. (a) The Holder acknowledges that each certificate evidencing the Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state and federal securities laws. Each such certificate representing Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURI...TIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall 5 7. Fractional Shares. No fractional Shares will be removed, and issued in connection with any exercise hereunder. Instead, the Company shall issue a certificate without such legend round the number of Shares to be issued up to the transferee of the nearest whole Share. This Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. may only be exercised for whole shares. View More
Legends. (a) Each certificate representing evidencing the Shares issued upon exercise of this Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ...AND, ACCORDINGLY, "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and 6 6. Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides a new certificate therefor free of any transfer legend, if, with such request, the Company with shall have received an opinion of counsel, reasonably acceptable counsel satisfactory to the Company, Company in form and substance to the effect that any transfer by such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements holder of the Securities Act, Shares evidenced by such certificate will not violate the Act or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. any applicable state securities laws. View More
Legends. (a) Each certificate representing evidencing the Shares issued upon exercise of this Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ...AND, ACCORDINGLY, "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and 5 6. Removal of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof, the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides a new certificate therefor free of any transfer legend, if, with such request, the Company with shall have received an opinion of counsel, reasonably acceptable counsel satisfactory to the Company, Company in form and substance to the effect that any transfer by such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements holder of the Securities Act, Shares evidenced by such certificate will not violate the Act or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. any applicable state securities laws. View More
Legends. (a) Each certificate representing evidencing the Shares issued upon exercise of this Warrant Shares held by the Investors shall be endorsed stamped or imprinted with a legend substantially in the following legend: "THE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ...AND, ACCORDINGLY, "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED SOLD OR SOLD EXCEPT PURSUANT TO TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES ACT LAWS OR PURSUANT TO AN AVAILABLE APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.View More
Legends. (a) Each certificate At the Closing, the certificates representing Warrant the Shares held by the Investors shall sold pursuant to this Agreement will be endorsed imprinted with a legend in substantially the following legend: "THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TH...E "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and SECURITIES. 17 provided, that the Company shall issue a certificate without (a) cause such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective be promptly removed once a registration statement covering the resale of any Shares is effective under the Securities Act, (ii) Act or if such legend is no longer required under applicable law and (b) in connection with a sale, assignment or other transfer, such holder provides any sale under Rule 144, promptly (and in any event within five (5) business days after receipt by the Company with an opinion of counsel, a request therefor accompanied by all reasonably acceptable required documentation) deliver, or cause to be delivered, to the Company, Investors new certificate(s) representing such Shares that are free from all restrictive and other legends or, at the request of an Investor, via DWAC transfer to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. Investor's account. View More
Legends. (a) Each certificate At the Closing, the certificates representing Warrant the Common Shares held by and upon issuance the Investors shall certificates representing the Underlying Shares, will be endorsed imprinted with a legend in substantially the following legend: "THE SECURITIES REPRESENTED BY form: THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER ...THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES." (b) The legend set forth above shall be removed, and SECURITIES. 18 provided, that the Company shall issue a certificate without (a) cause such legend to the transferee of the Warrant Shares represented thereby, if, unless otherwise required by state securities laws, (i) such Warrant Shares have been sold under an effective be promptly removed once a registration statement covering the resale of any Securities is effective under the Securities Act, (ii) Act or if such legend is no longer required under applicable law and (b) in connection with a sale, assignment or other transfer, such holder provides any sale under Rule 144, promptly (and in any event within five (5)business days after receipt by the Company with an opinion of counsel, a request therefor accompanied by all reasonably acceptable required documentation) deliver, or cause to be delivered, to the Company, Investors new certificate(s) representing such Securities that are free from all restrictive and other legends or, at the request of an Investor, via DWAC transfer to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Warrant Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act. Investor's account. View More
