Unit Certificate Legend Clause Samples

The Unit Certificate Legend clause defines the specific language or notation that must appear on certificates representing ownership units in an entity, such as shares or membership interests. Typically, this legend is printed or stamped on the face of the certificate and may indicate restrictions on transfer, compliance with securities laws, or other important limitations. Its core practical function is to provide clear notice to holders and potential transferees about legal or contractual restrictions, thereby helping to prevent unauthorized transfers and ensuring compliance with applicable regulations.
Unit Certificate Legend. Each Unit Security issued prior to the Separation Date shall bear a legend in substantially the following form: “THE [TITLE OF UNIT SECURITIES] EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE “UNITS”), EACH OF WHICH CONSIST OF ________ [TITLE OF UNIT SECURITIES] AND ________ [TITLE OF UNIT SECURITIES]. “PRIOR TO THE EARLIEST OF (I) [180] DAYS AFTER THE CLOSING OF THE COMPANY’S OFFERING OF THE UNITS AND (II)] SUCH DATE AS [NAME OF UNDERWRITER IN OFFERING] IN ITS SOLE DISCRETION SHALL DETERMINE, THE [TITLE OF UNIT SECURITIES] EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, [TITLE OF UNIT SECURITIES].”
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Unit Certificate Legend. Each Unit Security issued prior to the Separation Date shall bear a legend in substantially the following form: “THE COMMON STOCK, SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES A WARRANTS COMPRISING THE UNITS REPRESENTED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS (THE “UNITS”), EACH OF WHICH CONSIST OF ONE SHARE OF COMMON STOCK, ONE SHARE OF SERIES B CONVERTIBLE PREFERRED STOCK AND FOUR SERIES A WARRANTS. “PRIOR TO THE EARLIEST OF (I) THE SIX MONTH ANNIVERSARY OF THE INITIAL CLOSING OF THE COMPANY’S OFFERING OF THE UNITS MADE PURSUANT TO THE COMPANY’S REGISTRATION STATEMENT ON FORM S-1 (333-198962) (THE “CLOSING DATE”) AND (II) AT ANY TIME AFTER 30 DAYS FROM THE CLOSING DATE, THE EARLIEST OF (A) 15 DAYS AFTER THE CLOSING PRICE OF THE COMMON STOCK OF THE COMPANY IS GREATER THAN 200% OF THE EXERCISE PRICE FOR THE SERIES A WARRANTS FOR A PERIOD OF 20 CONSECUTIVE TRADING DAYS, (B) THE DATE THE UNITS ARE DELISTED FROM THE NASDAQ CAPITAL MARKET FOR ANY REASON AND (C) THE DATE THAT ALL SERIES A WARRANTS IN A GIVEN UNIT ARE EXERCISED FOR CASH (SOLELY WITH RESPECT TO THE UNITS THAT INCLUDE THE EXERCISED SERIES A WARRANTS), THE COMMON STOCK, SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES A WARRANTS COMPRISING THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE COMMON STOCK, SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES A WARRANTS COMPRISING THE UNITS REPRESENTED BY THIS CERTIFICATE.”
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Related to Unit Certificate Legend

  • Certificate Legend 18 Section 5.1 Legend...................................................19

  • Certificate Legends The shares of Litronic Common Stock to be issued pursuant to this Section 2 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited circumstances. Each certificate evidencing shares of Litronic Common Stock to be issued pursuant to this Section 2 shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

  • Stock Certificate Legend Each stock certificate for Shares issued to the Optionee shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a conspicuous reference on the face thereof, one or both of the following legends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN ANY MANNER EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. UNLESS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS CONSENT, SUCH STOCK OPTION AGREEMENT PROHIBITS ANY PLEDGE, MORTGAGE OR OTHER ENCUMBRANCE OF SUCH SHARES TO SECURE ANY OBLIGATION OF THE HOLDER HEREOF. EVERY CREDITOR OF THE HOLDER HEREOF AND ANY PERSON ACQUIRING OR PURPORTING TO ACQUIRE THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN IS HEREBY NOTIFIED OF THE EXISTENCE OF SUCH STOCK OPTION AGREEMENT, AND ANY ACQUISITION OR PURPORTED ACQUISITION OF THIS CERTIFICATE OR THE SHARES HEREBY EVIDENCED OR ANY INTEREST THEREIN SHALL BE SUBJECT TO ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO SUCH STOCK OPTION AGREEMENT AS THEREIN SET FORTH. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

  • Regulation S Temporary Global Note Legend The Regulation S Temporary Global Note shall bear a legend in substantially the following form: “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

  • Note Legend The Note shall bear the following legend: "THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SCIENCE DYNAMICS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."