Restrictive Legends Clause Example with 4 Variations from Business Contracts
This page contains Restrictive 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.
Restrictive Legends. The Shares (unless registered under the Securities Act of 1933, as amended (the "Act")) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THE...REFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 2 9. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify the Holder that such person may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 9 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.View More
Variations of a "Restrictive Legends" Clause from Business Contracts
Restrictive Legends. The Shares (unless registered under the Securities Act of 1933, as amended (the "Act")) Act) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE "ACT"). SUCH SHARES SECURITIES MAY NOT BE TRANSFERRED UNLESS A... REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT. (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE ABSENCE EFFECTIVE DATE OF SUCH A REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE STATEMENT FILED BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 2 9. UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT. 11. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 9, this Warrant 11, the Warrants and all rights hereunder are transferable, in whole or in part, without charge to the Holder (except for transfer taxes), taxes, if any), upon surrender of this Warrant Certificate properly endorsed or and accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant the Warrants or any Shares acquired pursuant to the exercise of this Warrant prior to the Warrants before registration of such Warrant Warrants or Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's Holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant the Warrants or the Shares and indicating whether or not under the Act certificates for this Warrant the Warrants or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act. law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify the Holder that such person the Holder may sell or otherwise dispose of this Warrant the Warrants or such the Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9 11 that the opinion of counsel for the Holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant the Warrants or the Shares transferred in accordance with this Section 9 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in required. In order to ensure compliance with such laws. The laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. View More
Restrictive Legends. The Any certificates representing the Shares (unless registered under the Securities Act of 1933, or as amended (the "Act")) otherwise provided in Section 10 below) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT B...E SOLD OR TRANSFERRED IN EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE ABSENCE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHARES MAY BE SOLD OR OTHERWISE TRANSFERRED PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 2 9. Warrants Transferable. -4- 10. Transfer Restrictions. By acceptance of this Warrant, Holder agrees to comply with all applicable securities laws in connection with the transfer of this Warrant or the underlying Shares. Subject to compliance with the terms and conditions of this Section 9, 10, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the Holder holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder's counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act. Shares. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify the Holder such holder that such person holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9 10 that the opinion of counsel for the Holder holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 9 10 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Notwithstanding the foregoing provisions of this Section 10, if the Company, with the advice of the Company's counsel, determines that all or any portion of the Shares that have been or that will be issued upon exercise of this Warrant may be freely transferred pursuant to Rule 144 under the Securities Act without volume limitations or information requirements, the Company shall remove the legends from the certificates representing such Shares or permit ownership of such Shares to be represented electronically, and Holder may thereafter transfer such Shares without providing the Company with notice thereof unless otherwise agreed by the Company and Holder. View More
Restrictive Legends. The Shares (unless Shares, unless registered under the Securities Act of 1933, as amended (the "Act")) Act, shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED (THE "ACT"), OR QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAW...S. SUCH SHARES MAY NOT BE SOLD SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM STATEMENT UNDER THE ACT AND ANY QUALIFICATION OR REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. LAWS OR AN EXEMPTION THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STANDOFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING. THIS TRANSFER RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 2 9. 5 11. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 9, 11, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Holder (except Investor hereof except for transfer taxes), taxes, upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale sale, or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the Holder Investor hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, thereof together with a written opinion of such holder's Investor's counsel, or other evidence, evidence if requested by the Company, to the effect that such offer, sale sale, or other disposition may be effected without registration or qualification (under of this Warrant or the Act Shares under the Act, as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares effect, and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act. law. Upon receiving such written notice and reasonably satisfactory opinion opinion, or other evidence, evidence if so requested, the Company, as promptly as practicable, shall notify the Holder Investor that such person Investor may sell or otherwise dispose of this Warrant or such Shares, all Shares in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9 11 that the opinion of counsel for the Holder Investor or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder Investor promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 9 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, Investor such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. View More
Restrictive Legends. The Shares (unless registered under the Securities Act of 1933, as amended (the "Act")) Act) shall be stamped or imprinted with a legend in substantially the following form: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD SOLD..., TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED IN THE ABSENCE OF HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY AND/OR APPLICABLE STATE SECURITIES LAWS. COPIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 2 9. AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 0 12. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 9, 12, this Warrant and all rights hereunder are transferable, transferable in whole or in part, without charge to the Holder holder hereof (except for transfer taxes), taxes) upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale sale, or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the Holder holder hereof agrees to give written notice to the Company prior thereto, thereto describing briefly the manner thereof, thereof together with a written opinion of such holder's counsel, counsel or other evidence, if requested by the Company, to the effect that such offer, sale sale, or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law; provided, however, the Company shall not require an opinion of counsel in any transaction in compliance with Rule 144 promulgated by the SEC under the Act. law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify the Holder such holder that such person holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 9 11 that the opinion of counsel for the Holder holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 9 12 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. View More
