Legend and Stop Transfer Instructions Clause Samples

The "Legend and Stop Transfer Instructions" clause requires that certain securities carry a restrictive legend and that the issuer's records include instructions to prevent unauthorized transfers. In practice, this means that physical or electronic certificates will display a notice indicating transfer restrictions, and the company's transfer agent will be directed not to process transfers unless specific conditions are met, such as regulatory compliance or company approval. This clause serves to enforce contractual or legal limitations on the transferability of securities, helping to ensure compliance with securities laws and protect the interests of the issuer and other stakeholders.
Legend and Stop Transfer Instructions. Immediately after the execution of this Agreement (and from time to time prior to the termination of this Agreement), Stockholder will cause Smartflex to provide for each certificate representing Shares beneficially owned by Stockholder to bear a legend in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE STOCK TENDER AND VOTING AGREEMENT AND ARE SUBJECT TO THE IRREVOCABLE PROXY REFERRED TO THEREIN, EACH DATED AS OF JULY 6, 1999, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. Immediately after the execution of this Agreement (and from time to time prior to the termination of this Agreement), Stockholder will cause Smartflex to require the transfer agent for its Common Stock to make a notation in its records prohibiting the transfer of any of the Shares, except in accordance with the terms and conditions of this Agreement.
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Legend and Stop Transfer Instructions. Immediately after the ------------------------------------- execution of this Agreement (and from time to time prior to the termination of this Agreement), each Shareholder, if the particular restriction is applicable to it, shall request the Company to provide that each certificate representing Securities beneficially owned by it will bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE (I) MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE SHAREHOLDERS AGREEMENT, AND (II) ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE SHAREHOLDERS AGREEMENT DATED AS OF FEBRUARY __, 2000, AND THE IRREVOCABLE PROXY REFERRED TO THEREIN, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. Immediately after the execution of this Agreement (and from time to time prior to the termination of this Agreement), each Shareholder shall request the Company to require that the transfer agent for its Securities shall make a notation in its records prohibiting the transfer of any of the Securities owned of record by such Shareholder, except in accordance with the terms and conditions of this Agreement. Each Shareholder agrees to surrender to the Company each certificate representing Securities in order to effectuate the provisions of this Section 17.
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Legend and Stop Transfer Instructions. (a) Any certificate evidencing Voting Shares or any other Collateral Securities issued at any time and owned, beneficially or of record, by either Shareholder (or any successor or assign thereof) shall (in addition to such other legend(s) as may be required under the Purchase Agreement or any other Collateral Document or by law) have the following legend written, printed or stamped upon the face thereof: THE SECURITIES REPRESENTED BY, OR TO BE ISSUED IN ACCORDANCE WITH, THIS CERTIFICATE OR INSTRUMENT ARE SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS OF A LOCKUP, STANDSTILL AND VOTING AGREEMENT, DATED AS OF NOVEMBER 18 2005, AMONG NATIONAL AUTO CREDIT, INC. AND CERTAIN SHAREHOLDERS, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICES OF NATIONAL AUTO CREDIT, INC. SUCH AGREEMENT, AMONG OTHER THINGS, MAY RESTRICT THE TRANSFER AND VOTING RIGHTS OF SUCH SECURITIES. SUCH SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED, ENCUMBERED OR DISPOSED OF, EXCEPT AS EXPRESSLY PROVIDED IN SUCH AGREEMENT. STOP TRANSFER INSTRUCTIONS HAVE BEEN PLACED AGAINST SUCH SECURITIES AND THE CERTIFICATES EVIDENCING SUCH SECURITIES TO RESTRICT THEIR TRANSFER, EXCEPT AS PERMITTED UNDER SUCH AGREEMENT. (b) Each Shareholder consents to the placing of stop transfer instructions against such Shareholder's Voting Shares and other Collateral Securities and the certificates evidencing such Voting Shares and other Collateral Securities to restrict their transfer except as permitted under this Agreement.
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Legend and Stop Transfer Instructions. Each Shareholder agrees that the Company may endorse on any certificate for the Company's Shares to be delivered to the Shareholder pursuant to this Agreement an appropriate legend referring to the provisions of the Investment Letter attached as Schedule 3.3 hereto, and that the Company may instruct its transfer agent not to transfer any Company Shares unless advised by the Company that such provisions have been complied with.
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Related to Legend and Stop Transfer Instructions

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • 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.

  • Restrictive Legends and Stop Transfer Orders (a) The book entry or certificate representing the Restricted Shares may, at the Committee’s discretion, contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement: “THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (b) The Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (c) The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

  • Register Transfer Agent Instructions The Company shall maintain at its principal executive offices (or such other office or agency of the company as it may designate by notice to each holder of securities), a register for the Membership Interests and the Warrants, in which the Company shall record the name and address of the person in whose name the Membership Interests and the Warrants have been issued (including the name and address of each transferee), the number of Membership Interests held by such person, the number of Warrant Interests issuable upon exercise of the Warrants held by such person and the number of Membership Interests held by such person. The Company shall keep the register open and available at all times during normal business hours for inspection of any Buyer or its legal representatives.

  • Form instructions This form does not mandate the use of a specific font size or style but the font must be legible.