Common use of Restrictive Endorsement Clause in Contracts

Restrictive Endorsement. Each certificate representing Securities now or hereafter held by a Stockholder shall be stamped with legends in substantially the following form: "THE SHARES [WARRANTS] REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT DATED AS OF DECEMBER __, 1995, COPIES OF WHICH ARE AVAILABLE AT THE OFFICE OF THE COMPANY AND MAY BE INSPECTED BY ANY PROSPECTIVE TRANSFEREE OF THE SHARES [WARRANTS] REPRESENTED HEREBY ON REQUEST. SUCH STOCKHOLDERS' AGREEMENT PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION, MORTGAGE, CHARGE, LIEN, ENCUMBRANCE, GIFT, BEQUEST, TRANSMISSION OR OTHER DISPOSITION OF THE SHARES [WARRANTS] REPRESENTED BY THIS CERTIFICATE." THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. Each Stockholder agrees that he or it will deliver all certificates for Securities owned by him or it to the Company for the purpose of affixing such legend thereto.