Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities laws, the certificates representing the shares of Parent Common Stock issued pursuant to the Reorganization Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
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Sources: Agreement and Plan of Reorganization (Inktomi Corp)
Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities lawslaws or the Affiliates Agreements (as defined in Section 6.6), the certificates representing the shares of Parent Common Stock issued pursuant to the Reorganization this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Adept Technology Inc)
Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities laws, the certificates representing the shares of Parent Common Stock Certificates issued pursuant to the Reorganization this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with ParentPeregrine's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities laws, the certificates representing the shares of Parent Common Stock issued pursuant to the Reorganization this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with Parent's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities laws, the certificates representing the shares of Parent Common Stock Shares issued pursuant to the Reorganization this Agreement shall bear a restrictive legend (and stop transfer orders shall be placed against the transfer thereof with ParentBorrower's transfer agent), stating substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Stock Restrictions. In addition to any legend imposed by applicable ------------------ state securities laws, the The certificates representing the shares of Parent Common Stock Shares issued pursuant to the Reorganization this Agreement shall bear a restrictive legend or legends (and stop transfer orders shall be placed against the transfer thereof with Parent's transfer agentTransfer Agent), stating substantially as follows: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT BE SOLD, TRANSFERRED, ASSIGNEDWITH A VIEW TO, OR HYPOTHECATED IN CONNECTION WITH, THE ABSENCE OF SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, THERETO OR AN OPINION OF COUNSEL, COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY, COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSIONACT OF 1933."
Appears in 1 contract
Sources: Share Exchange Agreement (Flintrock Financial Services Inc)