Common use of Legends on Share Certificates Clause in Contracts

Legends on Share Certificates. BJH understands and agrees that the Company shall cause legends in substantially the form set forth below to be placed on the Share certificates evidencing ownership of the Shares, together with any other legends that may be required by applicable state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK ISSUANCE AGREEMENT DATED December 30, 2002 BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING ON THE ORIGINAL HOLDER AND TRANSFEREES OF THESE SHARES.

Appears in 1 contract

Sources: Stock Issuance Agreement (Emergent Group Inc/Ny)

Legends on Share Certificates. BJH understands and agrees that 3.1 The certificates representing the Company Shares shall cause legends in substantially the form set forth below to be placed on the Share certificates evidencing ownership include an endorsement typed conspicuously thereon of the Shares, together with any other legends that may be required by applicable state or federal securities lawsfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE "ACT") AND MAY NOT BE OFFERED, ASSIGNED, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION BOOKS OF COUNSEL SATISFACTORY TO THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESE SECURITIES, SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACTACT OR SUCH ACT DOES NOT APPLY. THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK ISSUANCE A STOCKHOLDERS' AGREEMENT DATED December 30AS OF APRIL 18, 2002 BETWEEN 1997 AS THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARESSAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED IS ON FILE AT THE PRINCIPAL OFFICE EXECUTIVE OFFICES OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS ARE BINDING SECURITIES WILL BE MADE ON THE ORIGINAL HOLDER BOOKS OF THE ISSUER UNLESS AND TRANSFEREES OF THESE SHARESUNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH." 1. In 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, issue to such holder a new certificate representing such Shares without the second paragraph of the legend required by Section 3.

Appears in 1 contract

Sources: Stockholders' Agreement (Del Monte Foods Co)