|JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997|
Purchaser contained in this Section 7.1; provided, that such restrictions shall
not apply to the sale of up to 600,000 shares of Common Stock by DEL/LaSalle
pursuant to the Option Grant. Each subsequent holder of the Securities, by
taking and holding the same shall be deemed to represent and warrant to the
parties hereto the representations and warranties set forth in Sections 4.4(a) -
(f), (h) and (i).
(b) Any purported transfer in violation of this Section 7.1
shall be null and void and of no force or effect.
(c) The restrictions on transfer contained in this Section 7.1
shall not apply to any transfer pursuant to an effective registration statement
under the Securities Act or Rule 144 under the Securities Act as such rule may
be amended from time to time, and in compliance with all applicable state
7.2 Legends. Each certificate representing shares of Common Stock
issued hereunder shall bear substantially the following legend (unless and until
the Corporation determines, based on the advice of counsel, that such legend is
no longer required to appear thereon):
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS SUCH SHARES HAVE BEEN REGISTERED UNDER THAT
ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
PROVISIONS OF A SUBSCRIPTION AGREEMENT EFFECTIVE AS OF APRIL 23, 1997, BY
AND AMONG DEL-LPL LIMITED PARTNERSHIP, DEL-LPAML LIMITED PARTNERSHIP,
DEL/LASALLE FINANCE COMPANY, L.L.C., DSA-LSAM, INC., DSA-LSPL, INC.,
GALBREATH HOLDINGS L.L.C., GALBREATH-LPL HOLDINGS, L.L.C. AND LASALLE
PARTNERS INCORPORATED, TO WHICH REFERENCE IS MADE FOR THE TERMS AND
PROVISIONS THEREOF. A COPY OF THE SUBSCRIPTION AGREEMENT MAY BE OBTAINED
UPON REQUEST FROM THE SECRETARY OF THE CORPORATION AND MAY BE INSPECTED AT
THE PRINCIPAL OFFICE OF THE CORPORATION."
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