Common use of Compliance with Securities Laws and Regulations Clause in Contracts

Compliance with Securities Laws and Regulations. Notwithstanding the Company’s exercise of its reasonable best efforts in accordance with Section 1.1, in the event that any such Private Placement would, in the Company’s reasonable judgment, based on the advice of counsel for the Company and following consultation with the Investor, be deemed invalid as a private placement under the Act for any reason (including but not limited to by reason of the doctrine of “integration” with the Qualified IPO) or would otherwise conflict with any Securities Laws and Regulations or give rise to any other legal impediment or legal requirement that would prevent or materially delay the consummation of or unreasonably interfere with the Qualified IPO, then the Private Placement shall not occur and the Company, on the one hand, and the Investor, on the other hand, shall have no liability or obligation to one another in connection therewith; provided, however, that in such event the Company will discuss good faith alternatives with the Investor and use reasonable best efforts to provide the Investor with a substantially equivalent investment opportunity.