Endorsement of Certificates Clause Samples
The Endorsement of Certificates clause requires one party, typically an insured, to obtain and provide proof that their insurance policies include specific endorsements favoring the other party, such as naming them as an additional insured. In practice, this means the insured must request their insurer to modify the policy and issue certificates that reflect these endorsements, which are then shared with the other party as evidence. This clause ensures that the party seeking protection is formally covered under the insurance policy, thereby reducing their risk exposure in the event of a claim related to the agreement.
Endorsement of Certificates. (a) Upon the execution of this Agreement, in addition to any other legend which DSH may deem advisable under the Securities Act and certain state securities laws, all certificates representing shares of issued and outstanding DSH Common Stock shall be endorsed as follows: THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED __________ __, 2015, AMONG DS HEALTHCARE, INC. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, W/R GROUP, INC. AND WR GROUP IC-DISC, INC. A COPY OF THE ABOVE REFERENCED AGREEMENT IS ON FILE AT THE OFFICE OF THE DS HEALTHCARE, INC. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT.
(b) Except as otherwise expressly provided in this Agreement, all certificates representing shares of DSH Common Stock hereafter issued to or acquired by any of the Stockholders or their successors hereto shall bear the legends set forth above, and the shares of DSH Common Stock represented by such certificates shall be subject to the applicable provisions of this Agreement. The rights and obligations of each Party hereto shall inure to and be binding upon any Person to whom DSH Common Stock is transferred pursuant to Section 4.2(a) hereto. Prompt notice shall be given to the Corporation of any Transfer (whether or not to a Permitted Transfer) of any DSH Common Stock.
Endorsement of Certificates. Each certificate representing Mr. Pentel’s Shares shall be inscribed substantially as follows: “The transfer of the shares represented by this certificate is restricted under the terms of a Voting Agreement and Irrevocable Proxy dated May 1, 2006, a copy of which is on file at the offices of the Corporation.”
Endorsement of Certificates. (a) United shall endorse upon the certificate for each of the Equity Securities Beneficially Owned by the Liberty Parties and the Founders a legend substantially the same as the following legend: "The securities represented by this certificate are subject to a [Stockholders Agreement and a Standstill Agreement [in the case of such securities held by Liberty Parties]], a [Stockholders Agreement and a Voting Agreement [in the case of such securities held by Founders]], each dated as of ________ __, 2002, copies of which are available from UnitedGlobalCom, Inc. upon request, and any sale, pledge, hypothecation, transfer, assignment or other disposition of such securities is subject to such Stockholders Agreement and [Standstill Agreement] [Voting Agreement]."
(b) Upon surrender to United of any certificate representing any Equity Securities or Rights disposed of by a Liberty Party or any Affiliate of a Liberty Party in a transaction described in Section 5(a)(ii) or (v) of the Standstill Agreement or in clause (ii), (iii) or (iv) of the definition of Transfer in Section 1, United shall promptly cause to be issued (i) to the transferee or transferees of such Equity Securities or Rights one or more certificates without the legend set forth in Section 11(a) and (ii) to the holder of Equity Securities or Rights represented by such certificates so surrendered one or more certificates representing such Equity Securities or Rights, if any, as shall not have been so disposed of, with the legend set forth in Section 11(a). Upon termination of this Agreement pursuant to Section 13 and the surrender to United of any certificate representing Equity Securities or Rights, United shall cause to be issued to the holder of such Equity Securities or Rights one or more certificates without the legend set forth in Section 11(a).
Endorsement of Certificates. To the extent applicable, in addition to any other legend which the Company may deem advisable under the Securities Act and applicable state securities laws, each certificate representing Shares shall bear the following legend until such time as the Shares represented thereby are not longer subject to the provisions hereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED OCTOBER 11, 2005, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.
Endorsement of Certificates. (a) All certificates representing IDX Shares shall, subject to Section 4.1(c), bear the following legend: "THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF A STOCK RIGHTS AND RESTRICTIONS AGREEMENT BETWEEN ALLSCRIPTS HOLDING, INC. AND IDX SYSTEMS CORPORATION DATED AS OF __________, 2000. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF ALLSCRIPTS."
(b) After such time as the legend set forth in Section 4.1(a) is no longer required hereunder (including without limitation as a result of the termination of this Agreement in accordance with its terms) or if the securities represented by a certificate have been registered under the Securities Act pursuant to an effective registration statement or are to be sold pursuant to Rule 144, or if Allscripts shall have been furnished with an opinion of counsel, which opinion shall be reasonably satisfactory to counsel for Allscripts, that registration under the Securities Act is not required, as the case may be, then, in any such event, upon the request of IDX, Allscripts shall cause such certificate or certificates to be exchanged for a certificate or certificates that do not bear any legend.
Endorsement of Certificates. Upon the execution of this Agreement, in addition to any other legend that is required pursuant to the Merger Agreement and the transactions contemplated thereby or that the Company may deem advisable under the Securities Act and certain state securities laws, all certificates representing Shares shall be endorsed at all times as follows: "SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF THE GOVERNANCE AND INVESTOR RIGHTS AGREEMENT DATED AS OF NOVEMBER 30, 1999 BETWEEN NATIONAL BROADCASTING COMPANY, INC. AND THE COMPANY, COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."
Endorsement of Certificates. (a) In addition to any other legend which the Company may deem advisable under applicable securities laws, every certificate representing outstanding Shares shall include the following legend:
(b) All certificates representing Shares outstanding or hereafter issued to or acquired by any Shareholder or its or his successor thereto shall bear the legend set forth above. In addition, such legend shall appear in the Company’s Share Registry.
Endorsement of Certificates. At the Closing (as defined in the Master Investment Agreement), Newco Finance shall issue stock certificates and deliver them to the Shareholders, which shall comply with the terms of the Cris▇ ▇▇▇▇▇▇, ▇.
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V. Estatutos and shall contain substantially the following legend: "The shares represented by this certificate are subject to and are transferable only in compliance with a Shareholders Agreement by and among Libbey Inc., a corporation organized under the laws of the State of Delaware, LGA3 Corp., a corporation organized under the laws of the State of Delaware, Vitro, S.A., a sociedad anonima organized under the laws of the United Mexican States, and Cris▇ ▇▇▇▇▇▇, ▇.A. de C.V., a sociedad anonima with variable capital organized under the laws of the United Mexican States, as the same may be amended from time to time, dated August 29, 1997. Title to the shares represented hereby can be transferred only in accordance with the terms of said Shareholders Agreement. Any purported transfer of title other than in the manner provided in the Shareholders Agreement is void, without force and effect, and will not be recognized by the corporation." Newco Finance shall not transfer any shares or issue or reissue any certificates except as provided in this Agreement.
Endorsement of Certificates. 24 SECTION 3.5
Endorsement of Certificates. Any certificate representing a Super Voting Share shall bear a legend substantially in the form as follows: