Legend on Share Certificates. All certificates representing Shares now or hereafter held by a Stockholder will be endorsed with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF , 1999 TO WHICH THE COMPANY IS A PARTY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANY."
Appears in 1 contract
Legend on Share Certificates. All certificates Each certificate representing the Shares now or hereafter held by shall have endorsed thereon a Stockholder will be endorsed with legend in substantially the following legendform: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION THEREFROM. IN ALL CASES, SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF JUNE 15, 1999 TO WHICH 2000, AMONG THE COMPANY IS A PARTY. AND THE STOCKHOLDERS PARTY THERETO, A COPY OF SUCH AGREEMENT MAY WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AND WILL BE OBTAINED AT NO COST BY FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE, UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANY▇▇▇▇▇▇ OFFSHORE INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: SECRETARY."
Appears in 1 contract
Sources: Registration Rights Agreement (Chiles Offshore LLC)
Legend on Share Certificates. All (a) The certificates representing the Shares now or hereafter held by a Stockholder will be endorsed with shall include an endorsement typed conspicuously thereon of the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), OR UNDER THE STATE SECURITIES LAWS OF ANY STATE AND LAWS. THESE SECURITIES MAY NOT BE SOLD, RESOLD OR TRANSFERRED UNLESS REGISTERED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATIONACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS MEMBERS AGREEMENT (THE “AGREEMENT”) DATED AS NOVEMBER 1, 2005 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Shares shall cease to be Restricted Shares, 1999 TO WHICH THE COMPANY IS A PARTYthe Company shall, upon the written request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the first two sentences of the legend required by this Section 8.3. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANYIn the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the third sentence of the legend required by this Section 8.3."
Appears in 1 contract
Sources: Members’ Agreement (Geovera Insurance Holdings, Ltd.)
Legend on Share Certificates. All (a) The certificates representing the Shares now or hereafter held by a Stockholder will be endorsed with shall include an endorsement typed conspicuously thereon of the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), OR UNDER THE STATE SECURITIES LAWS OF ANY STATE AND LAWS. THESE SECURITIES MAY NOT BE SOLD, RESOLD OR TRANSFERRED UNLESS REGISTERED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATIONACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS MANAGEMENT MEMBERS’ AGREEMENT (THE “AGREEMENT”) DATED AS NOVEMBER 1, 2005 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Shares shall cease to be Restricted Shares, 1999 TO WHICH THE COMPANY IS A PARTYthe Company shall, upon the written request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the first two sentences of the legend required by this Section 5.2. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANYIn the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the third sentence of the legend required by this Section 5.2."
Appears in 1 contract
Sources: Management Members’ Agreement (Geovera Insurance Holdings, Ltd.)
Legend on Share Certificates. All (a) The certificates representing the Shares now or hereafter held by a Stockholder will be endorsed with shall include an endorsement typed conspicuously thereon of the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "“ACT") ”), OR UNDER THE STATE SECURITIES LAWS OF ANY STATE AND LAWS. THESE SECURITIES MAY NOT BE SOLD, RESOLD OR TRANSFERRED UNLESS REGISTERED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM REGISTRATION UNDER SUCH REGISTRATIONACT AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS SHAREHOLDERS’ AGREEMENT (THE “AGREEMENT”) DATED AS JUNE , 2007 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT.” In the event that any Shares shall cease to be Restricted Shares, 1999 TO WHICH THE COMPANY IS A PARTYthe Company shall, upon the written request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the first two sentences of the legend required by this Section 6.3. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANYIn the event that any Shares shall cease to be subject to the restrictions on transfer set forth in this Agreement, the Company shall, upon the request of the holder thereof and the delivery of the certificates representing such Shares to the Company for cancellation, issue to such holder a new certificate representing such Shares without the third sentence of the legend required by this Section 8.3."
Appears in 1 contract
Sources: Shareholder Agreement (Geovera Insurance Holdings, Ltd.)
Legend on Share Certificates. All share certificates representing Shares now issued by the Company (including existing certificates) shall have typed or hereafter held by a Stockholder will be endorsed with otherwise written thereon the following legend: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR UNDER THE ANY SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL) COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT SUCH PROPOSED DISPOSITION REGISTRATION IS EXEMPT FROM SUCH REGISTRATIONNOT REQUIRED. THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS PROVISIONS OF A STOCKHOLDERS AN AGREEMENT DATED AS OF ________ __, 1999 TO WHICH 20__ AMONG THE COMPANY IS A PARTY. A COPY AND ITS SHAREHOLDERS, WHICH AGREEMENT CONTAINS RESTRICTIONS ON THE RIGHT OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER HEREOF TO SELL, EXCHANGE, TRANSFER, ASSIGN, GIFT, PLEDGE, ENCUMBER, HYPOTHECATE OR OTHERWISE ALIENATE THE SHARES REPRESENTED HEREBY AND NOTICE OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANYTHOSE RESTRICTIONS IS HEREBY GIVEN."”
Appears in 1 contract
Sources: Investment Agreement (Abakan, Inc)
Legend on Share Certificates. All certificates representing Shares now or hereafter held by a Preferred Stockholder will be endorsed with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A PREFERRED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER __, 1999 TO WHICH THE COMPANY IS A PARTY2001. A COPY OF SUCH AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANY."
Appears in 1 contract
Sources: Preferred Stockholders Agreement (Internet Pictures Corp)
Legend on Share Certificates. All certificates Each certificate representing the Shares now or hereafter held by shall have endorsed thereon a Stockholder will be endorsed with legend in substantially the following legendform: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAW, AND MAY NOT BE SOLDTRANSFERRED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS EITHER (A) THEY ARE REGISTERED UNDER THE ACT PURSUANT TO AN EFFECTIVE AVAILABLE EXEMPTION THEREFROM. IN ALL CASES, SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE REGISTRATION STATEMENT OR (B) THE COMPANY HAS RECEIVED EVIDENCE SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH PROPOSED DISPOSITION IS EXEMPT FROM SUCH REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF JUNE __, 1999 TO WHICH 2000, AMONG THE COMPANY IS A PARTY. AND THE STOCKHOLDERS PARTY THERETO, A COPY OF SUCH AGREEMENT MAY WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AND WILL BE OBTAINED AT NO COST BY FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE, UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY OF THE COMPANY▇▇▇▇▇▇ OFFSHORE INC., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: SECRETARY."
Appears in 1 contract
Sources: Registration Rights Agreement (Chiles Offshore LLC)