Common use of Covenants, Representations and Warranties of the Shareholders Clause in Contracts

Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of OTM listed on Schedule 1.01(b) acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the "Securities Act"]) directly or indirectly unless: (i) the sale is to NAS; (ii) the Exchange Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the seller has furnished to NAS an opinion of counsel to that effect or such other written opinion as may be reasonably required by NAS. (b) The shareholders of OTM acknowledge and agree that the certificates representing the Exchange Shares shall bear a restrictive legend, substantially in the following form: "THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS." (c) The Shareholders represent and warrant that they: (i) are not aware of any advertisement of any of the Exchange Shares being issued hereunder; and (ii) acknowledge and agree that NAS will refuse to register any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws. (iii) acknowledge and agree to NAS making a notation on its records or giving instructions to the registrar and transfer agent of NAS in order to implement the restrictions on transfer set forth and described herein.

Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of OTM TURNKEY listed on Schedule 1.01(b) acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the "“Securities Act"”]) directly or indirectly unless: (i) the sale is to NASTTHX; (ii) the Exchange Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the seller has furnished to NAS TTHX an opinion of counsel to that effect or such other written opinion as may be reasonably required by NASTTHX. (b) The shareholders of OTM TURNKEY acknowledge and agree that the certificates representing the Exchange Shares shall bear a restrictive legend, substantially in the following form: "“THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS."” (c) The Shareholders represent and warrant that they: (i) are not aware of any advertisement of any of the Exchange Shares being issued hereunder; and (ii) acknowledge and agree that NAS TTHX will refuse to register any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws. (iii) acknowledge and agree to NAS TTHX making a notation on its records or giving instructions to the registrar and transfer agent of NAS TTHX in order to implement the restrictions on transfer set forth and described herein.

Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of OTM listed on Schedule 1.01(b) MEDIX acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the "“Securities Act"”]) directly or indirectly unless: (i) the sale is to NASMDXL; (ii) the Exchange Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the seller has furnished to NAS MDXL an opinion of counsel to that effect or such other written opinion as may be reasonably required by NASMDXL. (b) The shareholders of OTM MEDIX acknowledge and agree that the certificates representing the Exchange Shares shall bear a restrictive legend, substantially in the following form: "“THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”) OR APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS."” (c) The Shareholders represent and warrant that they: (i) are not aware of any advertisement of any of the Exchange Shares being issued hereunder; and (ii) acknowledge and agree that NAS MDXL will refuse to register any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws. (iii) acknowledge and agree to NAS MDXL making a notation on its records or giving instructions to the registrar and transfer agent of NAS MDXL in order to implement the restrictions on transfer set forth and described herein.