A legend on stock certificates is a statement or notation on the face of a stock certificate that outlines specific restrictions or conditions related to the transfer or sale of the shares represented by the certificate. Typically used to ensure compliance with securities laws, such legends may indicate, for example, that the shares are subject to lock-up periods, transfer restrictions, or are part of a private placement exempt from certain registration requirements.
Legend on Stock Certificates. The Company may require that certificates for shares distributed to the Participant pursuant to this Agreement bear any legend that counsel to the Company believes is necessary or desirable to facilitate compliance with applicable securities laws. The Company shall not be obligated to transfer any stock to the Participant free of the restrictive legend described in this Section 4 or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.
Legend on Stock Certificates: The stock certificates of the Corporation shall include the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. These shares may not be sold or transferred in the absence of such registration or an exemption, or an opinion of counsel (which may be counsel to the holder) as to any exemption, from the registration provisions of the Securities Act or such laws. The shares represented by this certificate are held pursuant to a shareholders' agreement effective [___], 2022 by and among the Corporation and its shareholders, are subject to restrictions on transfer as set forth therein, and may not be transferred except in accordance with the terms thereof.
Legend on Stock Certificates: Certificates evidencing the restricted shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state laws. The shares may not be offered for sale, sold, pledged, transferred, or otherwise disposed of until the holder hereof provides evidence satisfactory to the issuer (which, in the sole discretion of the issuer, may include an opinion of counsel satisfactory to the issuer) that such offer, sale, pledge, transfer, or other disposition will not violate any applicable federal or state securities laws.
Legend on Stock Certificates. Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth in this Award and in the Plan.
Legend. Until such time as the Restrictions have lapsed, the Company may instruct the transfer agent for the Common Stock and/or other record-keepers to include a restrictive code or similar notation in its records (or legend on stock certificates, if any) to denote the Restrictions and any applicable federal and/or state securities laws restrictions relating to Restricted Stock. The notation or legend may include the following: "The securities represented by this certificate are subject to restrictions set forth in the plan and in the terms and conditions applicable to the restricted stock award, copies of which are on file at the principal office of the corporation."
RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATES. During any Restriction Period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except under Section 15 below. Unless otherwise determined by the Committee, the Company will retain possession of certificates for shares of Stock Awards until all restrictions on such shares have lapsed. Each certificate for a Stock Award, unless held by the Company, shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until all restrictions on such shares have lapsed. No member of the Committee or the Board, and no employee of the Company shall be liable.
Legend on Stock Certificates. The certificates representing the shares of Purchaser Common Stock issuable pursuant to Section 2.1(b), shall include an endorsement typed or otherwise denoted conspicuously thereon of the following legend (along with any other legends that may be required under applicable laws): The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof. No transfer may be effected without an effective registration statement related thereto or an opinion of counsel in a form satisfactory to the company that such registration is not required under the Securities Act of 1933, as amended. In the event that any shares of Purchaser Common Stock issuable hereunder shall cease to be Restricted Shares, the Purchaser shall, upon the written request of the shareholder in question, issue to such shareholder a new certificate representing such shares of Purchaser Common Stock without the legend required by this Section 2.1(d).
Legend on Stock Certificates. Each certificate of the signatories hereto representing shares shall bear the following legend until such time as the shares represented thereby are no longer subject to the provisions hereof: “The sale, transfer or encumbrance of the securities represented by this certificate are subject to the terms and conditions of a third amended and restated stockholders’ agreement, dated as of February 10, 2021 among the company and certain holders of its outstanding capital stock, as such agreement may be amended from time to time. Copies of such agreement may be obtained at no cost by written request made by the holder of record of this certificate to the secretary of the company.”
A Legend on Stock Certificates is a statement or notation that is often printed on the face of a stock certificate. This legend provides information or imposes certain restrictions on the rights and transferability of the stock. Legends are used primarily to ensure that certain regulatory conditions are met or to communicate important information to the holder of the stock certificate about limitations and obligations.
You should use a legend on stock certificates in situations where:
Writing a legend on stock certificates involves clearly stating the condition or restriction applied to the stock. It’s crucial to ensure it is concise yet informative. Here is a general structure:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
Legends on stock certificates are typically found in contracts or agreements such as:
These legends serve to formalize the restrictions or conditions agreed upon in these contracts and ensure that the holder of the stock certificate is fully informed about their rights and obligations.
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