Restrictive Legends Clause Example with 5 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. Each certificate representing Preferred Stock, Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND M...AY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS" A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.View More
Variations of a "Restrictive Legends" Clause from Business Contracts
Restrictive Legends. Each certificate representing Preferred Stock, Conversion Shares Stock or Restricted Stock Registrable Securities shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend legends substantially in the following form: forms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FO...R INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THEREOF UNDER SUCH SECURITIES UNDER ACT AND COMPLIANCE WITH ALL SUCH APPLICABLE LAWS, OR, IF REQUESTED, A WRITTEN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ACT OF 1933, AS AMENDED, COMPANY AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE." "THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRATION PROVISIONS OF COMPANY AND THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS" STOCKHOLDER, INCLUDING, BUT NOT LIMITED TO, MARKET STAND OFF RIGHTS." A certificate shall not bear such legend if in the written opinion of counsel delivered to the Company, in form and substance reasonably satisfactory to the Company Company, the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. View More
Restrictive Legends. Each certificate representing Preferred Stock, Conversion Shares or Restricted Stock shall, except as otherwise provided in If, on the date of exercise of this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in Option, the Company is not subject to the reporting requirements of the Exchange Act, the Company shall place the following form: "THE legends or their equivalent upon any certificate(s) evidencing ownership of the Shares, together with any other l...egends that may be required by the Company or by state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS" A certificate shall not bear such legend if in LAWS. -3- 8. Stop-Transfer Notices. To insure compliance with the opinion restrictions of counsel satisfactory this Agreement, the Company may issue stop transfer instructions to its transfer agent and/or make appropriate notations to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. same effect in its own records. View More
Restrictive Legends. Each certificate representing Preferred Stock, Shares or Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WI...TH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE IN COMPLIANCE WITH SUCH STATE SECURITIES LAWS, LAWS OR UNLESS THE AVAILABILITY ISSUER HAS RECEIVED OR WAIVED AN OPINION OF AN EXEMPTION FROM LEGAL COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, IS NOT REQUIRED AND APPLICABLE STATE SECURITIES LAWS" SUCH COMPLIANCE IS AVAILABLE." A certificate shall not bear such legend if in the opinion of counsel reasonably satisfactory to the Company the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. View More
Restrictive Legends. Each certificate representing Preferred Stock, Shares, Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: form (in addition to any legends required under applicable state securities laws or regulations): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR APPLICABLE STATE SECURITIE...S LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY WITH RESPECT TO THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND APPLICABLE STATE SECURITIES LAWS" LAWS. THE VOTING RIGHTS WITH RESPECT TO, AND SALE OR OTHER DISPOSITION OF, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF A SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF OCTOBER 20, 2009 AS AMENDED FROM TIME TO TIME. A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY." A certificate shall not bear such legend if immediately prior to, and following, any disposition of securities pursuant to Sections 4, 5, or 6 or in the opinion of counsel satisfactory any case where such legend is determined not to the Company the securities represented thereby may be publicly sold without registration required under the Securities Act and any applicable state securities laws. Section 3 hereof. View More
Restrictive Legends. Each certificate representing Preferred Stock, Shares, Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR ...RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND APPLICABLE STATE SECURITIES LAWS" LAWS." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company (it being agreed that the opinion of Goodwin Procter LLP, among others, shall be satisfactory) the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws. View More
