Common use of Exemption From Registration; California Permit Clause in Contracts

Exemption From Registration; California Permit. The shares of Acquiror Common Stock to be issued pursuant to Section 2.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c), by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c), Acquiror and the Company intend that the shares of Acquiror Common Stock to be issued pursuant to Section 2.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing shall also address the assumption by Acquiror of all Company Options pursuant to Section 2.6 hereof. Each of Acquiror and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The shares of Acquiror Parent ---------------------------------------------- Common Stock and New Preferred Stock to be issued pursuant to Section 2.6 1.6 hereof in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c)5.1(c) hereof, by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c)5.1(c) hereof, Acquiror and the Company intend that the shares of Acquiror Parent Common Stock and New Preferred Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing Fairness ---------------- Hearing shall also address the assumption by Acquiror Parent of all Company Options pursuant to Section 2.6 1.6 hereof. Each of Acquiror Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (including the Parent Warrants) and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options (the "California Permit") and (ii) to obtain the California Permit as promptly as ----------------- practicable thereafter.

Exemption From Registration; California Permit. The Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 2.1 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including amended, and the rules and regulations promulgated thereunder, by the "SEC thereunder (the “Securities Act"”), by reason of Section section 3(a)(10) thereofthereof or, or pursuant to Section 6.1(c)7.1(c) hereof, by reason of Section section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunderAct. Subject to the provisions of Section 6.1(c)7.1(c) hereof, Acquiror Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 2.1 in connection with the Merger will be qualified under the California CodeLaw, pursuant to Section section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section section 25142 of such law (the "“Fairness Hearing"”), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing Fairness Hearing shall also address the assumption by Acquiror Parent of all Company Options Options, Company Warrants and Company Stock Purchase Rights pursuant to Section 2.6 hereof2.1. Each of Acquiror Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section section 25121 of the California Code Law to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options Options, Company Warrants and Company Stock Purchase Rights required by this Agreement to be assumed by Parent (the "“California Permit"”) and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The shares of Acquiror Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities ActSECURITIES ACT"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c5.1(c), by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c5.1(c), Acquiror and the Company intend that the shares of Acquiror Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing")law, and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing shall also address the assumption by Acquiror of all Company Target Options pursuant to Section 2.6 1.6 hereof. Each of Acquiror and the Company Target shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Target Options (the "California PermitCALIFORNIA PERMIT") and (ii) to obtain the California Permit as promptly as practicable thereafter.