Stock legends clause samples

Section12.16 Buyer Stock Legends. Any certificates representing the Initial Stock Consideration shall bear, and any book-entry account statement representing the Initial Stock Consideration will be endorsed with, the legends set forth on Exhibit K (in addition to any legend required under applicable state securities Laws). The foregoing legends shall cease to be required, and Buyer shall cause such legends to be removed promptly upon a Seller’s request, (a) with respect to any legend regarding the restrictions arising under the Lock-Up Agreement, after the Lock-Up Agreement has expired or if MVC desires to transfer Initial Stock Consideration pursuant to an exception under the Lock-Up Agreement, and (b) with respect to any other legend, after the applicable shares are registered following the effectiveness of the S-3 Registration Statement or are tradeable without restriction pursuant to Rule 144 under the 1933 Act and under other applicable Laws.

Section6.11 Removal of Restrictive Stock Legends. Guaranty shall remove, or shall use commercially reasonable efforts to cause its transfer agent to remove, at Guaranty’s expense, the restrictive legends set forth on any and all stock certificate(s) representing Stock Consideration held by non-affiliates of Guaranty within the meaning of Rule 144, and to issue to the holders of such restricted Guaranty Common Stock a new stock certificate or certificates without such legend, upon the earlier of (A)the first anniversary of the issuance of such restricted Guaranty Common Stock or (B)(i)theexpiration of any Transfer restrictions imposed hereunder upon shares of Guaranty Common Stock as to which such Transfer restrictions have expired and (ii)the surrender to Guaranty or its transfer agent by the holder of the stock certificate or certificates bearing such legend for reissuance of stock certificates without such legend as to those shares as to which any transfer restrictions have expired.