Legending of Securities Clause Samples

Legending of Securities. (a) The shares of Purchaser Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions and Purchaser is relying on the representations of the Shareholders with respect to such exemptions. Each Shareholder understands and agrees that stop transfer instructions with respect to the shares of Purchaser Common Stock received by each Shareholder pursuant to this Agreement will be given to Purchaser's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented hereby are subject to the provisions of an Agreement and Plan of Merger and a Registration Rights Agreement dated August 6, 1999, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreement may be obtained at the principal executive offices of Direct Access Interactive, Inc. (b) The foregoing legends will also be placed on any certificate representing securities issued subsequent to the original issuance of the Purchaser Common Stock pursuant to this Agreement as a result of any transfer of such shares or any stock dividend, stock split or other recapitalization as long as the Purchaser Common Stock issued to the Shareholders pursuant to this Agreement has not been transferred in such manner to justify the removal of the legend therefrom.

Legending of Securities. The Subscriber hereby acknowledges that legends will be placed upon the certificates representing the Shares to the effect that the securities represented thereby are subject to hold periods and may not be traded until the expiry thereof except as permitted under the Resale Instrument, the policies of the SEC and any other applicable securities legislation.

Legending of Securities. Stockholder agrees that it shall forthwith surrender all certificates representing the Securities so that they shall bear a conspicuous legend stating that they are subject to this Agreement (and the restrictions on transfer provided for herein) and to an Irrevocable Proxy. Stockholder agrees that it shall not Transfer the Securities without first having the aforementioned legend affixed to the certificates representing the Securities (and subject, in any event, to the limitations set forth in Section 4). In furtherance of this Agreement, Stockholder shall, and hereby authorizes Parent to, notify the Company's transfer agent that the Securities are subject to a "stop transfer" order.

Legending of Securities. All Shares to be issued to each Purchaser by the Company hereunder shall bear the following legend: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or securities laws of any state and may not be offered, sold, transferred or otherwise disposed of except in compliance therewith."

Legending of Securities. (a) The shares of Company Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions, and similar exemptions under applicable state securities laws (the "State Acts"), and the Company is relying on the representations of the Transferor with respect to such exemptions. The Transferor understands and agrees that stop transfer instructions with respect to the shares of Company Common Stock received by the Transferor pursuant to this Agreement will be given to the Company's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. (b) The foregoing legend will also be placed on any certificate representing securities issued subsequent to the original issuance of the Company Common Stock pursuant to this Agreement as a result of any transfer of such shares or any stock dividend, stock split or other recapitalization as long as the Company Common Stock issued to the Transferor pursuant to this Agreement has not been transferred in such manner to justify the removal of the legend therefrom.

Legending of Securities. (a) Each certificate evidencing shares of Common Stock issued to any of the AmWest Affiliates or any of its partners and any of their respective Affiliates, and any assignee or transferee bound by the terms hereof, including shares of Common Stock issued in connection with the exercise of any warrant, so long as such Common Stock is held by them and prior to the termination or expiration of this Agreement, shall be conspicuously stamped or marked with a legend including substantially as follows: THE RIGHTS AND OBLIGATIONS OF THE HOLDER OF THIS CERTIFICATE SHALL BE SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN STOCKHOLDERS' and each such certificate, for so long as such certificate is held by any of the AmWest Affiliates or any of its partners, any of their respective Affiliates, or any assignee or transferee bound by the terms hereof and prior to the termination or expiration of this Agreement, shall include in such legend the following: THIS CERTIFICATE AND ANY INTEREST HEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE AFORESAID STOCKHOLDERS' AGREEMENT. (b) All certificates evidencing shares of Common Stock and warrants of the Company that have not been registered pursuant to the Securities Act and that are not exempt from registration under Section 1145 of the Bankruptcy Code, shall at all times be conspicuously stamped or marked with a legend including substantially as follows: THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND THE RULES AND REGULATIONS THEREUNDER OR AN EXEMPTION THEREFROM AND FROM ANY APPLICABLE STATE SECURITIES LAWS. (c) Upon the termination of this Agreement, the Company shall, without charge and upon surrender of certificates by the holders thereof and written request, cancel all certificates evidencing shares of Common Stock bearing any legend described in subparagraph (a) above and issue to the holders thereof replacement certificates that do not bear such a legend for an equal number of shares held by such holders. Upon the transfer of any Common Stock bearing any legend described in subparagraph (a) above to a party not bound by and subject to this Agreement, the Company shall, without charge and upon the surr...

Legending of Securities. Each certificate for the Company Common Stock to be issued to the InterPay Shareholders as part of the Exchange Consideration shall bear substantially the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT, IN THE CIRCUMSTANCES, REQUIRED UNDER THE ACT”.

Legending of Securities. The TRX Shares will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Section 4(2) thereof or Regulation D promulgated thereunder or other applicable exemptions, together with exemptions under applicable state securities laws. Seller and the Owners understand and agree that there will be placed on the TRX Shares a legend stating in substance the following (along with other appropriate language under applicable U.S., state and foreign securities laws): “The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered, sold, transferred or otherwise disposed of, unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from registration is available.” The parties agree to reasonably cooperate to ensure that the TRX Shares are issued under available exemptions under applicable U.S., state and foreign securities laws.

Legending of Securities. Each certificate for the Company Common Stock to be issued to YAP and CHUA as part of the Exchange Consideration shall bear substantially the following legend: · “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE. FURTHER, HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”