Legends Clause Example with 5 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. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9. 3 10. Securities Representations. This Agr...eement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, and the Company is under no obligation to register such Shares (or to file a "re-offer prospectus"). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.View More
Variations of a "Legends" Clause from Business Contracts
Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9. 3 10. Section. Form 13 2/14 2 13. Securiti...es Representations. This The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant He or she has been advised that the Participant he or she may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's his or her representations set forth in this Section 10. section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, Shares and the Company is under no obligation to register such the Shares (or to file a "re-offer prospectus"). (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Shares, (B) Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9. 3 10. 11. 2 12. Securities Representations.... This The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant He or she has been advised that the Participant he or she may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's his or her representations set forth in this Section 10. section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, Shares and the Company is under no obligation to register such the Shares (or to file a "re-offer prospectus"). (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Shares, (B) Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates All certificates, if any, representing Shares issued pursuant to this Agreement. The Participant shall, at the request Restricted Stock shall have endorsed thereon the legend set forth in Section 8.2(c) of the Company, promptly present Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Company any and all cer...tificates Participant a certificate representing Shares acquired pursuant the Restricted Stock prior to this Agreement in the possession vesting dates set forth above. 2 11. Securities Representations. The shares of Restricted Stock are being issued to the Participant in order to carry out the provisions of and this Section 9. 3 10. Securities Representations. This Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder shares of Restricted Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, the shares of Restricted Stock and the Company is under no obligation to register such Shares the shares of Restricted Stock (or to file a "re-offer prospectus"). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. View More
Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all All certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request Restricted Stock shall have endorsed thereon the legend set forth in Section 8.2(c) of the Company, promptly present Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Company any and all certificates Participant ...a certificate representing Shares acquired pursuant the Restricted Stock prior to this Agreement in the possession vesting dates set forth above. 3 11. Securities Representations. The shares of Restricted Stock are being issued to the Participant in order to carry out the provisions of and this Section 9. 3 10. Securities Representations. This Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder shares of Restricted Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, the shares of Restricted Stock and the Company is under no obligation to register such Shares the shares of Restricted Stock (or to file a "re-offer prospectus"). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. View More
Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares shares of Common Stock issued pursuant to this Agreement. The Participant shall, will, at the request of the Company, promptly present to the Company any and all certificates representing Shares shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this S...ection 9. 10. 3 10. 11. Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such Shares, shares of Common Stock and the Company is under no obligation to register such Shares shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. View More
