Common use of Certificate Legend Clause in Contracts

Certificate Legend. The share certificate evidencing the Restricted Stock issued hereunder shall be endorsed with the following legend. THE RESTRICTED STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (i) THE DATE OF ISSUANCE, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. THE RESTRICTED STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED STOCK, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

Appears in 17 contracts

Sources: Restricted Stock Agreement (Cen Biotech Inc), Restricted Stock Agreement (Cen Biotech Inc), Restricted Stock Agreement (Cen Biotech Inc)

Certificate Legend. The share certificate evidencing the Restricted Stock issued hereunder shall be endorsed with the following legend. THE RESTRICTED STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AS AMENDED1933. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (i) THE DATE OF ISSUANCE, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. THE RESTRICTED STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED STOCK, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

Appears in 2 contracts

Sources: Restricted Stock Agreement (Cen Biotech Inc), Restricted Stock Agreement (Cen Biotech Inc)

Certificate Legend. The share certificate evidencing Upon execution of this Agreement, the Restricted certificates representing Company Stock issued hereunder and Convertible Securities held by the Stockholders shall be endorsed with contain substantially the following legend. , in addition to any other legends deemed appropriate or necessary by the Company: THE RESTRICTED STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAS HAVE NOT BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. UNLESS PERMITTED UNDER , OR APPLICABLE STATE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (i) THE DATE OF ISSUANCELAWS, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ACCORDINGLY NEITHER SUCH SECURITIES NOR ANY PROVINCE OR TERRITORY OF CANADA. THE RESTRICTED STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED STOCK, AND INTEREST THEREIN MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY SUCH LAWS APPLICABLE THERETO AND THE RULES AND REGULATIONS THEREUNDER. IN ADDITION, THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH AND SUBJECT TO ANY APPLICABLE PROVISIONS OF A STOCKHOLDERS' AGREEMENT AMONG THE TERMS COMPANY, ITS STOCKHOLDERS AND THEIR RESPECTIVE SPOUSES, A COPY OF WHICH AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENTAGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

Appears in 1 contract

Sources: Stockholders' Agreement (Hotjobs Com LTD)

Certificate Legend. The share Each certificate evidencing Shares held by a Shareholder shall bear a legend on the Restricted Stock issued hereunder shall be endorsed with face thereof substantially to the following legend. effect (the “Legend”): “THE RESTRICTED STOCK REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAS HAVE NOT BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY REGISTERED PURSUANT TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY STATE, FEDERAL OR FOREIGN SECURITIES LAW. UNLESS PERMITTED UNDER SECURITIES LEGISLATIONNEITHER THESE SECURITIES, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATER OF (i) THE DATE OF ISSUANCENOR ANY PORTION THEREOF OR INTEREST THEREIN, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA. THE RESTRICTED STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED STOCK, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT UNLESS THE SAME ARE REGISTERED WITH AND QUALIFIED IN COMPLIANCE ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE, FEDERAL OR FOREIGN LAWS OR, IN THE TERMS OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE SHAREHOLDERS AGREEMENT, DATED JULY 11, 2011, BY AND AMONG ▇▇▇▇▇▇▇ ▇▇▇▇ HOLDINGS LIMITED AND THE SHAREHOLDERS LISTED THEREIN (AS AMENDED FROM TIME TO TIME).” The Legend shall be promptly removed by the Company, with respect to any certificates evidencing Shares, by the delivery of substitute certificates without such Legend, in the event of a Transfer permitted by this Agreement and in which the Transferee is not required to be bound by, or become a party to, this Agreement with respect to such Shares; provided, however, that the first paragraph of the Legend shall only be removed when (i) the Company shall have received an opinion of counsel in form and substance reasonably satisfactory to the Company, or a copy of a “no-action” or interpretive letter from the SEC, to the effect that the restrictions imposed by such paragraph are not applicable to such Shares or (ii) such Shares have been effectively registered and Transferred pursuant to a registration statement under the Securities Act. Notwithstanding anything to the contrary in this Agreement, to the extent that the Shares are held in uncertificated form, the Shareholder acknowledges and agrees that the Company may cause the Legend required pursuant to this Agreement to be reflected in the records of the transfer agent of the Company and may cause such transfer agent to comply with the provisions of this Section 6.1 relating to the removal of the Legend To the extent the Company engages the services of a transfer agent to transfer its shares, the Company shall cause the transfer agent to promptly comply with the Company’s obligations set forth herein.

Appears in 1 contract

Sources: Shareholders Agreement (Michael Kors Holdings LTD)