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

Exemption from Registration; Restricted Securities. Such Investor understands that none of the Purchased Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Shares will be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, 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 and regulations, and that the reliance of the Company on such exemption is predicated in part on the bona fide nature of the investment intent and such Investor’s representations set forth in this Agreement. Such Investor understands that the Purchased Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act; that such Purchased Shares and such Conversion 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. Each Investor acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Ordinary Shares into which they may be converted, for resale except as set forth in the Shareholders’ Agreement. Each Investor understands that this offering is not intended to be part of the public offering, and that each Investor will not be able to rely on the protection of Section 11 of the Securities Act.

Exemption from Registration; Restricted Securities. Such The Investor understands that none of the Purchased Purchase Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Purchase Shares will be registered under the Securities Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, 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 and regulations, and that the reliance of the Company on such exemption is predicated in part on the bona fide nature of the investment intent and such Investor’s representations set forth in this Agreement. Such The Investor understands that the Purchased Purchase Shares it purchases hereunder and the Conversion Shares with respect to such Purchased Purchase Shares are restricted securities within the meaning of Rule 144 under the Securities Act; that such Purchased Purchase Shares and such Conversion 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. Each Investor acknowledges that the Company has no obligation to register or qualify the Purchased Shares, or the Ordinary Shares into which they may be converted, for resale except as set forth in the Shareholders’ Agreement. Each Investor understands that this offering is not intended to be part of the public offering, and that each Investor will not be able to rely on the protection of Section 11 of the Securities Act.