Legends 1244 Stock Preferences Beneficial Interests on Transfer P by pmy18725

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1244 Stock Certificate document sample

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									                                                   Legends

1244 Stock                                                    Preferences
Beneficial Interests on Transfer                              Preferred Stock
Beneficial Interests, Two Classes                             Promotional Shares
Buy/Sell Agreement                                            Put Option
Call Option                                                   Redemption
Certificate of Incorporation                                  Regulation S
Classes of Stock                                              Restricted Stock
Co-Sale Agreement                                             Repurchase Agreement
Confidentiality Legend                                        Rights Agreement
Conversion Rights                                             Rights Certificate
Close Corporation                                             Rights of First Refusal
Federal Securities Laws (’33 Act)                             Rights of First Refusal and Co-Sale Agreement
Foreign Investor                                              Rights of First Offer
Founder’s Agreement                                           Rule 145
Indebtedness                                                  Rule 701
Intrastate                                                    S Corporation
Investor Rights Agreement                                     Stock Options
LLC Units                                                     Stock Pooling
Lock Up Agreement                                             Stock Transfer
Market Standoff                                               Stockholder Agreement
Poison Pill




1244 Stock
The shares represented by this certificate are intended to qualify for Section 1244 under the Internal
Revenue Code. A copy of the resolutions of the Board of Directors authoring this qualification will be
furnished to the holder of this certificate without charge upon request.

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Beneficial Interest Restrictions on Transfer
The transfer of this certificate is subject to the restrictions set forth in the Declaration of Trust of the Trust
and any amendments thereto, the full text of which will be provided to the holder of this certificate without
charge upon his or her written request.

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Beneficial Trust, Two Classes of
The Trust is authorized to issue two classes of shares of beneficial interest. A statement of the preferences,
powers, qualifications and rights will be provided to the holder of this certificate without charge upon his or
her written application.

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Legends Collection                                                                             www.leaplaw.com
Buy-Sell Agreement
The shares represented by this certificate are subject to a Buy/Sell Agreement entered into as of the
[DATE], by and between the Corporation and the Stockholders of the Corporation said Agreement
providing for the purchase of these shares or providing the Corporation and one of the herein-named
Stockholders with a right of a first refusal to purchase these shares or a right to prohibit the other transfer of
these shares upon the occurrence of certain specified events. A copy of the Agreement shall be provided to
the holder of this certificate, upon request and without charge.

Upon the termination of the Agreement referred to hereinabove, the shares represented by this certificate
are still subject to the restrictions set forth in the Certificate of Incorporation of the Corporation and any
amendments thereto, the full text of which shall be provided to the holder of this certificate, upon request
and without charge.

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Call Option
The securities represented by this certificate are subject to a Call Option as set forth in the [NAME OF
SUBSCRIPTION AGREEMENT] dated as of [DATE], as amended in effect from time to time. The
Company will furnish a copy of such agreement to the holder of this certificate without charge upon written
request.

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Certificate of Incorporation
The shares of stock represented by this certificate are subject to restrictions on transfer set forth in the
[CERTIFICATE OF INCORPORATION] dated [DATED], as amended from time to time. The
corporation will furnish a copy of such certificate to the holder of this certificate without charge upon
written request.

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Classes of Stock
This corporation is authorized to issue more than one class of stock. The preferences, voting powers,
qualifications and special and relative rights of the shares of stock of each class and series of this
corporation are set forth in the [CERTIFICATE OF INCORPORATION]. The corporation will furnish a
copy of the [CERTIFICATE OF INCORPORATION] without charge, to the holder of this certificate upon
written request.

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Close Corporation
This corporation is a close corporation. The number of holders of record of its shares cannot exceed
[number]. Any attempted voluntary inter vivos transfer which would violate this requirement is void.
Additional restrictions may be contained in the [CERTIFICATE OF INCORPORATION], bylaws and/or
an agreement. The corporation will furnish a copy of the [CERTIFICATE OF INCORPORATION], bylaws
or agreement to the holder of this certificate without charge upon written request.

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Confidentiality Legend
THE INFORMATION CONTAINED IN THIS [NAME OF DOCUMENT] OF [COMPANY NAME] IS
CONFIDENTIAL AND PROPRIETARY TO US. WE ARE SUBMITTING THE INFORMATION TO
YOU SOLELY FOR YOUR CONFIDENTIAL USE. UNLESS YOU OBTAIN OUR PRIOR WRITTEN
PERMISSION, YOU MAY NOT RELEASE THESE MATERIALS TO, MAKE ANY COPIES OF, OR
DISCUSS THE INFORMATION WITH ANY PERSON OTHER THAN YOUR LEGAL AND




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FINANCIAL ADVISORS. IN ADDITION, YOU MAY NOT COPY OR USE IT FOR ANY PURPOSE
OTHER THAN EVALUATING THE COMPANY.

[THE MATERIALS CONTAINED HEREIN ARE A DESCRIPTION OF OUR [DESCRIBE
CONTENTS]. THESE MATERIALS ARE NOT MEANT TO, AND DO NOT, CONSTITUTE AN
OFFER OF SECURITIES OF, OR ANY OTHER RIGHT TO PARTICIPATE IN, THE COMPANY.
SUCH AN OFFER WILL BE MADE ONLY (i) BY MEANS OF A SUBSEQUENT DOCUMENT
CONTAINING TERMS OF THE SECURITIES BEING OFFERED AND (ii) TO ACCREDITED
INVESTORS OR OTHER QUALIFIED PURCHASERS UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.]

Conversion Rights
The shares represented by this certificate may be converted at any time at the election of the holder into
fully paid, non-assessable shares of common stock and shall be automatically converted into shares of
common stock upon the occurrence of certain specified events described in the [CHARTER OR
STOCKHOLDER AGREEMENT]. The corporation will furnish a copy of the [CERTIFICATE OF
INCORPORATION OR STOCKHOLDER AGREEMENT] to the holder of this certificate without charge
upon written request.

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Co-Sale Agreement
The sale, pledge, hypothecation or transfer of the shares represented by this certificate is subject to the
terms and conditions of a co-sale agreement by and between the corporation and the holder of this
certificate and certain other holders of the corporation’s stock. The corporation will furnish a copy of the
Co-Sale Agreement to the holder of this certificate without charge upon written request.

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Securities Act of 1933
The shares of stock represented by this certificate have not been registered under the Securities Act of
1933, as amended, and may not be sold, assigned, pledged or otherwise transferred in the absence of an
effective registration statement under said Act covering the transfer or an opinion of counsel satisfactory to
the issuer that registration under said Act is not required.

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Foreign Investors
The shares represented by this certificate have not been registered under the Securities Act of 1933, as
amended (the “Act”), and may not be sold, pledged, hypothecated or otherwise transferred except in
accordance with Regulation “S” under the Act.

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Founder’s Agreement
The sale, pledge, hypothecation, assignment or transfer of the securities represented by this certificate is
subject to the terms and conditions of a certain right of first refusal and co-sale agreement by and between
the stockholder, the Company and certain holders of stock of the Company. Copies of such agreement may
be obtained upon written request to the secretary of the Company.

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Indebtedness
The payment of the indebtedness evidenced by this instrument is subordinated to the payment of the
"Senior Debt" defined and described in the Subordination Agreement dated __________, 20__, between




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the payee and [LENDER], and reference is made to such Subordination Agreement for a full statement of
the terms and conditions of such subordination.

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Intrastate Offering
The shares represented by this certificate have not been registered under the Securities Act of 1933, as
amended (the “Act”). These shares may not be sold or otherwise transferred for a period of [NUMBER]
months from [DATE OF LAST ISSUANCE] only to persons resident within the State(s) of [LIST
STATES], in accordance with the provisions of [LIST RULES] of the Act.

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Investors' Rights Agreement
The shares represented by this certificate are subject to the terms and conditions of an Investors' Rights
Agreement which places certain restrictions on the voting of the shares represented hereby. Any person
accepting any interest in such shares shall be deemed to agreed to and shall become bound by all the
provisions of such Agreement. A copy of the Investors' Rights Agreement will be furnished to the record
holder of this Certificate without charge upon written request to the Company at its principal address.

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LLC Units
These Units have not been registered under the Securities Act of 1933, as amended, or applicable state
securities laws. They may not be offered or transferred by sale, assignment, pledge or otherwise unless (i)
a registration statement for the Units under the Securities Act and applicable state securities laws is in
effect or (ii) the LLC has received an opinion of counsel satisfactory to the LLC to the effect that such
registration is not required.

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Lock Up Agreement
The holder of the securities represented by this certificate has entered into a Lock-Up Agreement pursuant
to which such holder agrees that prior to [DATE] such holder shall not offer to sell, contract to sell or
otherwise sell, dispose of or grant any rights with respect to the securities represented by this certificate.
The foregoing restriction precludes such holder from engaging in any hedging or other transactions that
may lead to or result in a sale of the securities represented by this Certificate prior to [DATE] even if such
securities would be sold by someone other than the holder.

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Market Standoff
The securities represented by this certificate are subject to the sale, transfer and other restrictions in
connection with the Company's filing of a registration statement under the Securities Act of 1933, as
amended.

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Preferences, Rights and Voting Powers
The preferences, voting powers, qualifications and special and relative rights of the shares of stock of each
class or series of the corporation are set forth in the [CERTIFICATE OF INCORPORATION]. The
corporation will furnish a copy of the [CERTIFICATE OF INCORPORATION] to the holder of this
certificate without charge upon written request.

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Legends Collection                                                                            www.leaplaw.com
Preferred Stock
A statement of the rights, preferences, privileges granted to and restrictions imposed upon the respective
classes or series of stock of the corporation and upon the holders thereof as established by the
[CERTIFICATE OF INCORPORATION], as amended and the number of shares constitution each series
and the designations thereof. The corporation will furnish a copy of the [CERTIFICATE OF
INCORPORATION], as amended to the holder of this certificate without charge upon written request.

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Promotional Shares
The shares represented by this certificate are subject to restrictions including waivers or dividends and
assets. It is unlawful to consummate a sale or transfer of the shares represented by this certificate or any
interest therein, without prior written consent of the [STATE OFFICIAL].
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Put Option
The Shares represented by this certificate have not been registered under the Securities and Exchange Act
of 1933 (the “Act”') and may not be offered, sold or otherwise transferred, assigned, pledged or
hypothecated unless registered under the Act or unless an exemption from the registration requirements of
the Act is available."

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Redemption Rights
The shares represented by this certificate are subject to [MANDATORY OR OPTIONAL] redemption as
set forth in the corporation’s [CERTIFICATE OF INCORPORATION]. The corporation will furnish a
copy of the [CERTIFICATE OF INCORPORATION] to the holder of this certificate without charge upon
written request.

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Restricted Stock Agreement
The shares of stock represented by this certificate and the sale, encumbrance or other disposition thereof,
are subject to the provisions of a Restricted Stock Agreement to which the Issuer and certain of its
Stockholders are party, a copy of which may be inspected at the principal office of the Issuer or obtained
from the Issuer without charge to the holder of this certificate.

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Repurchase Agreement
The shares represented by this certificate are subject to a repurchase option set forth in a
[STOCKHOLDERS’ AGREEMENT] [DATED] by and between the corporation and the holder of this
certificate. Any transfer or attempted transfer of these shares is void without prior written consent of the
corporation. The corporation will furnish a copy of the agreement to the holder of this certificate without
charge upon written request.

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Rights Agreement
This certificate also evidences and entitles the holder to Rights set forth in a Rights Agreement between the
issuer and [NAME OF RIGHTS AGENT], as Rights Agent (the "Rights Agent"), dated as of [DATE] (the
"Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on
file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the
registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under


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certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is,
was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as
each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of
large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain
subsequent holders, may become null and void.

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Rights Certificate
The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or
became an Acquiring Person or an Affiliate (which includes both affiliates and associates) of an Acquiring
Person (as each such term is defined in the Rights Agreement between the issuer and [NAME OF
RIGHTS AGENT], as Rights Agent, dated as of [DATE] (the “Rights Agreement"). Accordingly, this
Rights Certificate and the Rights represented hereby may become null and void in the circumstances
specified in Section __ of the Rights Agreement. The Rights Agent will mail to the registered holder of
this certificate a copy of the Rights Agreement, as in effect on the date of such mailing, without charge
upon written request.

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Rights of First Refusal
The shares represented by this certificate are subject to a right of first refusal option in favor of the
corporation and/or its assignees as set forth in the [BYLAWS OR] [STOCKHOLDERS’ AGREEMENT]
between the corporation and the holder of this certificate. The corporation will furnish a copy of the
[BYLAWS OR AGREEMENT] to the holder of this certificate without charge upon written request.

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Rights of First Refusal and Co-Sale Agreement
The Sale or transfer of the securities represented by this certificate is subject to certain restrictions, which
include co-sale and right of first refusal restrictions on the sale of the securities, as set forth in the terms and
conditions of that certain right of first refusal and co-sale agreement dated as of [DATE] as such may be
amended from time to time, by and among certain stockholders of the capital stock of [COMPANY
NAME] copies of such agreement may be obtained upon written request to the Secretary of the Company

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Rights of First Offer
The shares represented by this certificate are subject to a right of first offer option in favor of the
corporation and/or its assignees as set forth in the [BYLAWS OR] [STOCKHOLDERS’ AGREEMENT]
between the corporation and the holder of this certificate. The corporation will furnish a copy of the
[BYLAWS OR AGREEMENT] to the holder of this certificate without charge upon written request.

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Rule 145
The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under
the Securities Act of 1933 applies. The shares have been acquired by the holder not with a view to, or for
resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 an may
not be sold, pledged or otherwise transferred except in accordance with an exemption from the registration
requirement of the Securities Act of 1933.

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Legends Collection                                                                              www.leaplaw.com
Rule 701
The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the
"Act") and are "Restricted Securities" as defined in Rule 144 promulgated under the Act. In addition, these
securities are subject to Rule 701 under the Act. The securities may not be sold or offered for sale or
otherwise distributed except (i) in conjunction with an effective registration statement for the securities
under the Act, and (ii) in compliance with Rule 701 or (iii) pursuant to an opinion of counsel satisfactory to
the corporation that such registration or compliance is not required as to said sale, offer or distribution.

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S Corporation
The shares represented by this certificate are intended to qualify for Section 1361 under the Internal
Revenue Code as a Small Business Corporation. A copy of the resolutions of the Board of Directors
authoring this qualification will be furnished to the holder of this certificate without charge upon request.

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Stock Pooling Agreement
The shares represented by this certificate are restricted pursuant to the Stock Pooling Agreement [DATED].
These shares may not be sold or otherwise transferred without a written offer first submitted to other
holders of record, for the same price and upon the same terms and conditions as in the proposed sale. The
corporation will furnish a copy of the agreement to the holder of this certificate without charge upon
written request.

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Stock Transfer Agreement
The shares of stock represented by this certificate are subject to the restrictions on transfer set forth in the
Stock Transfer Agreement dated as of [DATE], as amended. The corporation will furnish a copy of such
agreement to the holder of this certificate without charge upon written request.

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Stockholder Agreement
The shares of stock represented by this certificate are subject to the restrictions on transfer set forth in the
Stockholder Agreement dated as of [DATE], as amended. The corporation will furnish a copy of such
agreement to the holder of this certificate without charge upon written request.

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Stock Options
The shares represented hereby may not be sold, assigned, transferred, encumbered or in any manner
disposed of, except in compliance with the terms of a written agreement between the Company and the
registered holder of the shares (or the predecessor in interest to the shares). Such agreement grants to the
company certain rights of first refusal upon an attempted transfer of the shares and certain repurchase rights
upon termination of service with the Company. The secretary of the Company will upon written request
furnish a copy of such agreement to the holder hereof without charge.

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Legends Collection                                                                            www.leaplaw.com

								
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