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. 7.1. Restrictive Legend. Each certificate representing Shares will have the following legend endorsed conspicuously thereupon: THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE. NO ...SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: . Any person who acquires Shares which are not subject to any of the terms of this Agreement will have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. 1933 Act Legends. Each certificate representing Shares will have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied. 7.4. Termination of 1933 Act Legend. The requirement imposed by Section 7.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement ceases and terminates as to any Shares or (y) such Shares become transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) of Rule 144), the holder thereof will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 7.2 hereof.View More
Variations of a "Legends" Clause from Business Contracts
Legends. 7.1. 10.1 Restrictive Legend. Each certificate representing Shares will Capital Stock shall have the following legend endorsed conspicuously thereupon: THE "THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM ...THE ISSUER WITHOUT CHARGE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: . CHARGE." Any person Person who acquires Shares shares of Capital Stock which are not subject to any all or part of the terms of this Agreement will shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. Capital Stock. 10.2 1933 Act Legends. Each certificate representing Shares will Capital Stock shall have the following legend endorsed conspicuously thereupon: THE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. REQUIRED." 10.3 Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares Capital Stock until the conditions specified in the foregoing legends are satisfied. 7.4. 10.4 Termination of 1933 Act Legend. The requirement imposed by Section 7.2 10.2 hereof will shall cease and terminate as to any particular Shares shares of Capital Stock (a) when, in the opinion of Ropes & Gray Goodwin Procter LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares shares of Capital Stock have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement ceases shall cease and terminates terminate as to any Shares Capital Stock or (y) such Shares become shares of Capital Stock shall be transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) paragraph (b)(1) of Rule 144), 144, the holder thereof will shall be entitled to receive from the Company, without expense, expense or any legal opinions from such holders, new certificates not bearing the legend set forth in Section 7.2 10.2 hereof. The obligations of the Company to take any action pursuant to this Section 10.4 with respect to any holder is conditional upon such holder furnishing to such counsel and the Company such information regarding itself and the Capital Stock as may be reasonably requested in order to establish that such legend is not required for compliance with any provisions of the Securities Act. View More
Legends. 7.1. 9.1 Restrictive Legend. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE "THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE A PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WI...THOUT CHARGE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: . Any person who acquires Shares which are not subject to any of the terms of this Agreement will have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. CHARGE." 17 9.2 1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. REQUIRED." 9.3 Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied. 7.4. 9.4 Termination of 1933 Act Legend. The requirement imposed by Section 7.2 9.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, Company's counsel, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement ceases shall cease and terminates terminate as to any Shares Capital Stock or (y) such Shares become shall be transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) paragraph (b)(1) of Rule 144), 144, the holder thereof will shall be entitled to receive from the Company, without expense, expense or any legal opinions from such holders, new certificates not bearing the legend set forth in Section 7.2 9.2 hereof. The obligations of the Company to take any action pursuant to this Section 9.4 with respect to any holder is conditional upon such holder furnishing to such counsel and the Company such information regarding itself and the Capital Stock as may be reasonably requested in order to establish that such legend is not required for compliance with any provisions of the Securities Act. View More
Legends. 7.1. 8.1. Restrictive Legend. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT AGREEMENT, AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY..., PARTY (THE "STOCKHOLDERS AGREEMENT"), A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: Each certificate representing Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Investor: . Each certificate representing Other Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Other Investor: . Each certificate representing Management Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Manager: . Any person Person who acquires Shares which are not subject to any all or part of the terms of this Agreement will shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. 8.2. 1933 Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR OR, EXCEPT AS PROVIDED IN THE STOCKHOLDERS AGREEMENT, AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. 8.3. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied. 7.4. 8.4. Termination of 1933 Act Legend. The requirement requirements imposed by the legend required by Section 7.2 8.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Ropes Weil, Gotshal & Gray Manges LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement ceases shall cease and terminates terminate as to any Shares or (y) such Shares become shall be transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) paragraph (b)(1) of Rule 144), 144, the holder thereof will shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 7.2 8.2 hereof. View More
Legends. 7.1. 5.1. Restrictive Legend. 5.1.1. Each certificate representing Shares will (other than the Founder Shares) shall have the following legend endorsed conspicuously thereupon: THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSU...ER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: The voting of the shares of stock represented by this certificate, and the sale, encumbrance or other disposition thereof, are subject to the provisions of an Amended and Restated Stockholder Agreement and Registration Rights and Coordination Agreement, in each case to which the issuer and certain of its stockholders are party, a copy of which may be inspected at the principal office of the issuer or obtained from the issuer without charge. 5.1.2. Each certificate representing Founder Shares shall have the following legend endorsed conspicuously thereupon: The sale, encumbrance or other disposition of the shares of stock represented by this certificate are subject to the provisions of an Amended and Restated Stockholder Agreement and Registration Rights and Coordination Agreement, in each case to which the issuer and certain of its stockholders are party, a copy of which may be inspected at the principal office of the issuer or obtained from the issuer without charge. 5.1.3. Each certificate representing Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Investor: . 5.1.4. Each certificate representing Founder Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Founder: . 5.1.5. Any person who acquires Shares which are not subject to any of the terms of this Agreement will shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. 6 5.2. 1933 Act Legends. Legends . Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. Stop Transfer Instruction. The Company will instruct any transfer agent as amended (the "Act"), and may not to register the Transfer of any Shares until the conditions specified be sold, assigned, pledged or otherwise transferred in the foregoing legends are satisfied. 7.4. absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required. 5.3. Termination of 1933 Act Legend. The requirement imposed by Section 7.2 5.2 hereof will shall cease and terminate as to any particular Shares (a) when, in the opinion of Sidley Austin LLP, Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement ceases shall cease and terminates terminate as to any Shares or (y) such Shares become shall be transferable under Rule 144 without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) paragraph (d) of Rule 144), 144, the holder thereof will shall be entitled to receive from the Company, Company (and the Company shall issue or cause to be issued promptly upon request), without expense, new certificates not bearing the legend set forth in Section 7.2 5.2 hereof. 5.4. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified for removal of the legend in the foregoing provisions are satisfied. View More
Legends. 7.1. 4.1. Restrictive Legend. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE VOTING "THE SALE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS AGREEMENT TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY, A PARTY. A COPY OF WHICH THE STOCKHOLDERS AGREEMENT... MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED TO, OR ISSUED WITH RESPECT TO SHARES ORIGINALLY ISSUED TO OR AT THE REQUEST OF, THE FOLLOWING MANAGER: . CHARGE." 4.2. Any person Person who acquires Shares which are not subject to any all or part of the terms of this Agreement will shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares. 7.2. 1933 3 4.3. Securities Act Legends. Each certificate representing Shares will shall have the following legend endorsed conspicuously thereupon: THE "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR AT THE ISSUER'S OPTION AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. 7.3. REQUIRED." 4.4. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied. 7.4. 4.5. Termination of 1933 Securities Act Legend. The requirement imposed by Section 7.2 4.1 hereof will shall cease and terminate as to any particular Shares (a) (i) when, in the opinion of Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act Act, or (b) (ii) when such Shares have been effectively registered under the Securities Act and sold pursuant to such effective registration statement or transferred have been sold pursuant to Rule 144. Wherever (x) (i) such requirement ceases shall cease and terminates terminate as to any Shares Shares, or (y) (ii) such Shares become shall be transferable under Rule 144 144(b)(1) without volume limitation or other restrictions on transfer (including without application of paragraphs (c), (e), (f) and (h) of Rule 144), the holder thereof will shall be entitled to receive from the Company, without expense, new certificates (or book-entry notations) not bearing the legend set forth in Section 7.2 4.1 hereof. View More
