Common use of Exempt from Registration; Restricted Securities Clause in Contracts

Exempt from Registration; Restricted Securities. Such Purchaser understands that its Purchased Shares will not be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities Laws, on the ground that the sale provided for in this Agreement is exempt from registration under the Securities Act or the registration or listing requirements of any other applicable securities Laws. Such Purchaser understands that its Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that its Purchased Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available. 4.5. Status of Purchaser. Such Purchaser is (a) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and/or (b) is not a “U.S. person” within the meaning of Regulation S under the Securities Act and is acquiring its Purchased Shares in an offshore transaction under Rule 903 of Regulation S under the Securities Act. Such Purchaser (i) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks involved in purchasing its Purchased Shares and (ii) is capable of bearing the economic risk of its investment. Such Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary or appropriate for making an informed and intelligent decision with respect to the purchase of the Purchased Shares and the execution, delivery and performance of this Agreement and the other Transaction Documents.