Legend on Securities. (a) Each certificate representing shares of Common Stock Beneficially Owned by a Shareholder or its Affiliates and subject to the terms of this Agreement shall bear the following legends on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).” (b) Upon any acquisition by a Shareholder or any of its Affiliates of additional shares of Common Stock, such Shareholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of Common Stock to the Company so that the legend required by this Section 4.3 may be placed thereon (if not so endorsed upon issuance). (c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement. (d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.
Appears in 1 contract
Sources: Shareholders Agreement (Certegy Inc)
Legend on Securities. Every Security that bears or is required under this Section 2.6(c) to bear the legend set forth in this Section 2.6(c) (a) Each certificate representing shares of together with any Common Stock Beneficially Owned by a Shareholder or its Affiliates issued upon conversion of the Securities and required to bear the legend set forth in Section 2.6(d)), shall be subject to the terms restrictions on transfer set forth in this Section 2.6(c) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of this Agreement the Company (with written notice to the Trustee), and the Holder of each such Restricted Security, by such Securityholder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Section 2.6(c) and 2.6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Security, any certificate evidencing such Security (and all Securities in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the following legends on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”legend set forth in Section 2.6(d), COPIES OF WHICH AGREEMENT ARE ON FILE AT if applicable) shall bear a legend in substantially the following form, unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee: THE PRINCIPAL OFFICE OF THE COMPANY.” “THIS SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS SOLD, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT HAS BEEN REGISTERED IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY AND THE LAST DATE ON WHICH CONCENTRA MANAGED CARE, INC. (THE "COMPANY") OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THE SECURITY (THE "RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT (IF AVAILABLE), OR UNLESS AN EXEMPTION FROM (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY BEFORE THE RESTRICTION TERMINATION DATE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE (C) OR (D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO CHASE BANK OF TEXAS, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH OFFER TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR SALE IS IN A TRANSACTION NOT REQUIRED TO BE REGISTERED UNDER SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT).”
. THIS LEGEND WILL BE REMOVED UPON ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY UPON OR AFTER THE RESTRICTION TERMINATION DATE. Any Security (bor security issued in exchange or substitution therefor) Upon any acquisition by a Shareholder as to which such restrictions on transfer shall have expired in accordance with their terms or any as to which the conditions for removal of its Affiliates the foregoing legend set forth therein have been satisfied may, upon surrender of additional shares of Common Stock, such Shareholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of Common Stock Security for exchange to the Company so that Registrar in accordance with the provisions of this Section 2.6, to be exchanged for a new Security or Securities, of like tenor and aggregate principal amount and authorized denominations, which shall not bear the restrictive legend required by this Section 4.3 may be placed thereon 2.6(c). Notwithstanding any other provisions of this Indenture (if not so endorsed upon issuance).
(c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for other than the Common Stock in order to implement the restrictions on Transfer provisions set forth in the second paragraph of Section 2.6(a) and in this Agreement.
(d) In Section 2.6(c), a Global Security may not be transferred as a whole or in part except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depositary Trust Company to act as Depositary with respect to the Global Securities. Initially, the Global Security shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Securities Custodian for Cede & Co. The Trustee is hereby authorized and requested to execute and deliver a Letter of Representation to the Depositary and, in connection with any Transfer of shares of Common Stocksuccessor nominee for the Depositary or any successor Depositary, enter into comparable arrangements, and shall have the transferor shall provide same rights with respect to its actions thereunder as it has with respect to its action under this Indenture. If at any time the Depositary for the Global Security notifies the Company with such customary certificatesthat it is unwilling or unable to continue as Depositary for the Security, opinions and other documents as the Company may reasonably request appoint a successor Depositary with respect to assure that such Transfer complies fully Security. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of Securities, will authenticate and deliver, Securities in certificated form, in an aggregate principal amount equal to the principal amount of the Global Security, in exchange for the Global Security. If a Security in certificated form is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any Record Date and before the opening of business at such office or agency on the next succeeding Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such Security, but will be payable on such Interest Payment Date only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Agreement Indenture. Securities in certificated form issued in exchange for all or a part of a Global Security pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instruction from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. Upon execution and authentication, the Trustee shall deliver such Securities in certificated form to the Person in whose names such Securities in certificated form are so registered. At such time as all interests in a Global Security have been redeemed, repurchased, converted, canceled, exchanged for Securities in certificated form, or transferred to a transferee who receives Securities in certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee. At any time prior to such cancellation, if any interest in a Global Security is exchanged for Securities in certificated form, redeemed, converted, repurchased or canceled, or transferred to a transferee who receives Securities in certificated form therefor or any Security in certificated form is exchanged or transferred for part of a Global Security, the principal amount of such Global Security shall, in accordance with applicable securities the standing procedures and other lawsinstructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Security, by the Trustee, to reflect such reduction or increase. In the event of any transfer of any beneficial interest between the Global Security in accordance with the standing procedures and instructions between the Depositary and the Trustee and the transfer restrictions set forth herein, the aggregate principal amount of each Global Security shall be appropriately increased or decreased, as the case may be, and an endorsement shall be made on each Global Security by the Trustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction or increase.
Appears in 1 contract
Legend on Securities. (a) Each certificate representing shares of Common Stock Voting Securities Beneficially Owned by a the Shareholder or its any of the Controlled Affiliates and subject to the terms of this Agreement shall bear the following legends (the “Legends”) on the face thereof: thereof (it being understood that if such shares are not certificated, other appropriate restrictions shall be implemented to give effect to the provisions of this Section 8.2):
(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN SHAREHOLDERS AGREEMENT SHAREHOLDER AGREEMENT, DATED AS OF SEPTEMBER 14DECEMBER 16, 20052015, AMONG CERTEGY BETWEEN AVANGRID, INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERSIBERDROLA, S.A., AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF AVANGRID, INC.”
(ii) “THE COMPANY.” “SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 AND MAY NOT BE OFFERED TRANSFERRED OR SOLD OTHERWISE DISPOSED OF UNLESS IT HAS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)AVAILABLE.”
(b) Upon any acquisition by a the Shareholder or any Controlled Affiliate of its Affiliates Beneficial Ownership of additional shares of Common StockVoting Securities, such the Shareholder shall, or shall cause any such Controlled Affiliate to, submit the certificates representing such shares of Common Stock Voting Securities to the Company so that the legend Legends (to the extent required by this Section 4.3 8.2 and, in the case of Section 8.2(a)(ii), to the extent applicable) may be placed thereon (if not so endorsed upon issuance).
(c) The Upon request of the Shareholder and receipt by the Company may make a notation on its records of an opinion of counsel reasonably satisfactory to the Company to the effect that such Legend is no longer required under the Securities Act and applicable state laws, the Company shall promptly cause all or give instructions the applicable portion of the Legend to be removed from any transfer agents certificate for any Voting Securities Beneficially Owned by the Shareholder or registrars for any of the Common Stock Controlled Affiliates to be Transferred in order to implement accordance with the restrictions on Transfer set forth in terms of this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.
Appears in 1 contract
Legend on Securities. (a) Each In addition to any other legend that may be required, each certificate representing shares of Common Stock Beneficially Owned by a for Securities that is issued to any Shareholder or its Affiliates and subject to the terms of this Agreement shall bear a legend in substantially the following legends on the face thereofform: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE SECURITIES ACT”), LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITIES ACT OR UNLESS AN EXEMPTION AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30, 1996, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM REGISTRATION IS AVAILABLE (AND[DLJ BRAND HOLDINGS, INC.] [BRAND SCAFFOLD SERVICES, INC.] AND ANY SUCCESSOR THERETO." With respect to any Securities acquired pursuant to any benefit plan of the Company or OpCo, as the case may be, such legend shall also include the words "AND CERTAIN REPURCHASE RIGHTS AS SET FORTH IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)PLAN" between the words "1996," and "COPIES.”"
(b) Upon If any acquisition by a Shareholder or any of its Affiliates of additional shares of Common Stock, such Shareholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of Common Stock or Preferred Stock shall cease to be Registrable Stock, the Company so that shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such shares without the first sentence of the legend required by this Section 4.3 may be placed thereon (if not so endorsed upon issuance).3.02
(ca) The Company may make a notation on its records or give instructions endorsed thereon. If any Securities cease to be subject to any transfer agents or registrars for the Common Stock in order to implement the and all restrictions on Transfer transfer set forth in this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificatesor OpCo, opinions and other documents as the Company case may reasonably be, shall, upon the written request of the holder thereof, issue to assure that such Transfer complies fully with this Agreement and with applicable securities and other lawsholder a new certificate evidencing such Securities without the second sentence of the legend required by Section 3.02(a) endorsed thereon.
Appears in 1 contract
Sources: Shareholders Agreement (Brand Scaffold Services Inc)
Legend on Securities. (a) Each certificate representing shares of Common Stock Voting Securities Beneficially Owned by a Shareholder TD, any R Party, or its any of their respective Affiliates and subject to the terms of this Agreement shall bear the following legends (the “Legends”) on the face thereof, to the extent applicable: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN SHAREHOLDERS STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14JUNE 22, 2005, AMONG CERTEGY INC. (TD AMERITRADE HOLDING CORPORATION, THE “COMPANY”) STOCKHOLDERS LISTED ON SCHEDULE A THERETO, AND CERTAIN OF ITS SHAREHOLDERSTHE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYTD AMERITRADE HOLDING CORPORATION.” “THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 AND MAY NOT BE OFFERED TRANSFERRED OR SOLD OTHERWISE DISPOSED OF UNLESS IT HAS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES THAT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)AVAILABLE.”
(b) Upon any acquisition by a Shareholder TD or any R Party of its Affiliates Beneficial Ownership of additional shares of Common StockVoting Securities, such Shareholder party shall, or shall cause its applicable Affiliate who is the record owner of such Affiliate Voting Securities to, as applicable, submit the certificates representing such shares of Common Stock Voting Securities to the Company so that the legend Legends (to the extent required by this Section 4.3 3.3) may be placed thereon (if not so endorsed upon issuance).
(c) The Company may shall make a notation on its records or and/or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.
Appears in 1 contract
Legend on Securities. (a) Each certificate representing shares of Common Stock Beneficially Owned by a Shareholder or its Affiliates and subject to the terms of this Agreement shall bear the following legends on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “"COMPANY”") AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “"AGREEMENT”"), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “" "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).”"
(b) Upon any acquisition by a Shareholder or any of its Affiliates of additional shares of Common Stock, such Shareholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of Common Stock to the Company so that the legend required by this Section 4.3 may be placed thereon (if not so endorsed upon issuance).
(c) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.
Appears in 1 contract
Sources: Shareholder Agreement (Fidelity National Financial Inc /De/)
Legend on Securities. Every Security that bears or is required under this Section 2.6(c) to bear the legend set forth in this Section 2.6(c) (a) Each certificate representing shares of together with any Common Stock Beneficially Owned by a Shareholder or its Affiliates issued upon conversion of the Securities and required to bear the legend set forth in Section 2.6(d)), shall be subject to the terms restrictions on transfer set forth in this Section 2.6(c) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of this Agreement the Company (with written notice to the Trustee), and the Holder of each such Restricted Security, by such Securityholder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Section 2.6(c) and 2.6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two years after the original issuance date of any Security, any certificate evidencing such Security (and all Securities in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the following legends on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”legend set forth in Section 2.6(d), COPIES OF WHICH AGREEMENT ARE ON FILE AT if applicable) shall bear a legend in substantially the following form, unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee: THE PRINCIPAL OFFICE OF THE COMPANY.” “THIS SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD UNLESS SOLD, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE A "QUALIFIED INSTITUTIONAL BUYER" (AND, AS DEFINED IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED RULE 144A UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1).”
, (b2), (3), OR (7) Upon any acquisition by a Shareholder or any of its Affiliates of additional shares of Common Stock, such Shareholder shall, or shall cause such Affiliate to, submit the certificates representing such shares of Common Stock to the Company so that the legend required by this Section 4.3 may be placed thereon UNDER THE SECURITIES ACT) (if not so endorsed upon issuance"INSTITUTIONAL ACCREDITED INVESTOR").
; (c2) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer set forth in this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other laws.AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k)
Appears in 1 contract
Sources: Indenture (Getty Images Inc)
Legend on Securities. (a) The Company Securities issued to the Stockholder and its Affiliates in the Merger shall be in book entry form and uncertificated, unless the Stockholder requests otherwise. Each certificate or book-entry notation representing shares of Common Stock Company Securities Beneficially Owned by a Shareholder the Stockholder or any of its Affiliates and subject to the terms of this Agreement shall bear the following legends legend (the “Legend”) on the face thereof: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO RESTRICTIONS ON VOTING, TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A THAT CERTAIN SHAREHOLDERS STOCKHOLDER AGREEMENT DATED AS OF SEPTEMBER 14NOVEMBER 24, 20052019, AMONG CERTEGY INC. (BY AND BETWEEN THE “COMPANY”) C▇▇▇▇▇▇ S▇▇▇▇▇ CORPORATION AND CERTAIN OF ITS SHAREHOLDERSTHE TORONTO-DOMINION BANK, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANYC▇▇▇▇▇▇ S▇▇▇▇▇ CORPORATION.” “THE SHARES REPRESENTED BY THIS SECURITY HAS CERTIFICATE MAY NOT BEEN BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED 1933 OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)AVAILABLE.”
(b) Upon any acquisition by a Shareholder or any the Stockholder of its Affiliates Beneficial Ownership of additional shares of Common StockCompany Securities, such Shareholder the Stockholder shall, or shall cause its applicable Affiliate who is the record owner of such Affiliate Company Securities to, as applicable, submit the certificates representing such shares of Common Stock Company Securities to the Company so that the legend Legend (to the extent required by this Section 4.3 Section 3.03) may be placed thereon (if not so endorsed upon issuance).
(c) The Company may shall make a notation on its records or and/or give instructions to any transfer agents or registrars for the Common Stock Shares in order to implement the restrictions on Transfer set forth in this Agreement.
(d) In connection with any Transfer Transfers of shares Company Securities Beneficially Owned by the Stockholder or any of Common Stockits Affiliates that is permitted by this Agreement, the transferor Company shall provide remove such Legend as is appropriate in the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other lawscircumstances.
Appears in 1 contract
Legend on Securities. (a) Each certificate representing shares of Common Stock Beneficially Owned by a Shareholder or its Affiliates and subject -------------------- Securities issued to the terms of this Agreement any Stockholder shall bear the following legends legend on the face thereof: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER LIMITATIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF SEPTEMBER 14, 2005, AMONG CERTEGY INC. (THE “COMPANY”) AND CERTAIN OF ITS SHAREHOLDERS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “AGREEMENT”), COPIES OF WHICH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” “THIS SECURITY HAS HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR UNDER ANY STATE SECURITIES ACT”), AND LAWS. SUCH SECURITIES MAY NOT BE OFFERED SOLD OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE OTHERWISE TRANSFERRED, EXCEPT (AND, IN SUCH CASE, IF REQUESTED BY THE COMPANY, 1) ACCORDING TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO iPCS, INC. (THE COMPANY SHALL HAVE BEEN DELIVERED "COMPANY") IN A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) PURSUANT TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”" "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG THE HOLDER HEREOF, CERTAIN OTHER PARTIES AND THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, EXCHANGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AGREEMENT, ALTHOUGH MORTGAGES AND PLEDGES OF SUCH SECURITIES ARE PERMITTED."
(b) Upon In the event that any acquisition by a Shareholder or any of its Affiliates of additional shares of Common StockSecurities shall cease to be Restricted Securities, such Shareholder the Company shall, or shall cause upon the written request of the holder thereof, issue to such Affiliate to, submit holder a new certificate evidencing such Securities without the certificates representing such shares first paragraph of Common Stock to the Company so that the legend required by this Section 4.3 may 2.4(a) endorsed thereon. In the event that any Securities shall cease to be placed thereon (if not so endorsed upon issuance).
(c) The Company may make a notation on its records or give instructions subject to any transfer agents or registrars for the Common Stock in order to implement the restrictions on Transfer transfer set forth in this Agreement.
(d) In connection with any Transfer of shares of Common Stock, the transferor shall provide Company shall, upon the Company with written request of the holder thereof, issue to such customary certificates, opinions and other documents as holder a new certificate evidencing such Securities without the Company may reasonably request to assure that such Transfer complies fully with this Agreement and with applicable securities and other lawslegend required by the second paragraph of Section 2.4(a).
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Sources: Stockholders Agreement (Ipcs Inc)