Legends Clause Example with 162 Variations from Business Contracts

Legends. 4.1. Legend. The Company will issue the Private Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR A...NY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A UNIT PURCHASE AGREEMENT BETWEEN GIGCAPITAL3, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 UNIT SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Subscribers' Compliance. Nothing in this Section 4 shall affect in any way each Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Each Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among the Subscribers, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. 4.1 Legend. The Company will issue the Units, Placement Shares Shares, Placement Rights and Placement Warrants, and and, when issued, the Right Shares and Warrant Shares, purchased by the each Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHE...R THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION A UNIT SUBSCRIPTION AGREEMENT BETWEEN ALLEGRO MERGER CORP. (THE "COMPANY") AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE UNDERWRITERS OF THE COMPANY'S INITIAL PUBLIC OFFERING AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." UNIT SUBSCRIPTION AGREEMENT." 4 4.2. Subscriber's 4.2 Subscribers' Compliance. Nothing in this Section 4 shall affect in any way any Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) (iii) in compliance herewith and with the Insider Letter. herewith. 4.4 Registration Rights. The Each Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber Subscribers and the Company, on or prior to the effective date of the Registration Statement. registration statement filed in connection with the IPO, as amended at the time it becomes effective (the "Registration Statement"). View More

Legends. 4.1. Legend. The Company will issue the Private Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY IN...TEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." 6 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A UNIT PURCHASE AGREEMENT BETWEEN GIGCAPITAL3, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 UNIT SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. 4.1. Legend. The Company will issue the Private Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY IN...TEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A UNIT PURCHASE AGREEMENT BETWEEN GIGCAPITAL5, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 UNIT PURCHASE AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. 4.1. Legend. The Company will issue the Private Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY IN...TEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A UNIT PURCHASE AGREEMENT BETWEEN GIGCAPITAL6, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 UNIT SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. 4.1. Legend. The Company will issue the Private Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the such Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY IN...TEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A UNIT PURCHASE AGREEMENT BETWEEN GIGCAPITAL5, INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBERS NAMED THEREIN AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 UNIT SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE O...FFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A UNIT SUBSCRIPTION AGREEMENT BETWEEN PHOENIX BIOTECH ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR J.V.B. FINANCIAL GROUP, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. UNIT SUBSCRIPTION AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. herewith. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, Rights, and when issued, the Warrant Right Shares, purchased by the Subscriber Subscribers in the name names of the Subscriber. Subscribers. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES... NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER JUPITER WELLNESS ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION CORP., JUPITER WELLNESS SPONSOR LLC AND I-BANKERS SECURITIES, INC. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's Subscribers' Compliance. Nothing in this Section 4 shall affect in any way Subscriber's Subscribers' obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration Rights. The Subscriber Each of Subscribers will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among, among others, the Subscriber Subscribers and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE O...FFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A UNIT SUBSCRIPTION AGREEMENT BETWEEN PHOENIX BIOTECH ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC COHEN & COMPANY CAPITAL MARKETS AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. UNIT SUBSCRIPTION AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. herewith. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL...D, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER GRANDVIEW CAPITAL ACQUISITION CORP. AND ATHENA CONSUMER GRANDVIEW CAPITAL ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. In the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. View More