Common use of Federal Securities Laws Matters Clause in Contracts

Federal Securities Laws Matters. The Investor acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act of 1933 (the "Securities Act"), (ii) the Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this time, (iii) it is not anticipated that there will be any public market for the Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Shares and the Company has not made any covenant to make such rule available at this time, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Federal Securities Laws Matters. The Investor acknowledges receipt re ceipt of advice from the Company that (i) the Investor Shares have not been registered under the Securities Act of 1933 (the "“Securities Act"”), (ii) the Investor Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Investor Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this time, (iii) it is not anticipated that there will be any public market for the Investor Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Investor Shares and the Company has not made any covenant cove nant to make such rule available at this time, (v) when and if the Investor Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Investor Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Investor Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Investor Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Investor Shares.

Federal Securities Laws Matters. The Investor Grantee acknowledges receipt of advice from the Company that (i) the Award Shares have not been registered under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), (ii) the Award Shares must be held indefinitely and the Investor Grantee must continue to bear the economic risk of the investment thereinin the Award Shares, unless such the Award Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this timeavailable, (iii) it is not anticipated that there will be any public market for the Class F Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will is not be presently available in the foreseeable future with respect to the sales of any Shares securities of the Company (including the Class F Shares) and the Company has not made any no covenant to make such rule available at this timeand such rule is not anticipated to be available in the foreseeable future, (v) when and if the Class F Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Class F Shares without registration will require the availability of an exemption under the Securities Act, (vii) an applicable legend with respect to certain transfer restrictions on the restrictive legend in the form set forth in the Stockholders Agreement Class F Shares shall be placed on the certificate(s) representing evidencing the Shares Award Shares, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Award Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock share transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the its Class F Shares.

Federal Securities Laws Matters. The Such Investor acknowledges ------------------------------- receipt of advice from the Company that (i) the Shares Units have not been registered under the Securities Act of 1933 (the "Securities Act"), ; (ii) the Shares Units must be -------------- held indefinitely and the such Investor must continue to bear the economic risk of the investment thereinin the Units, unless such Shares Units are subsequently registered under the Securities Act, or an exemption from such registration is available at this time, available; (iii) it is not anticipated that there will be any public market for the Shares Units in the foreseeable future, ; (iv) Rule 144 promulgated under the Securities Act will is not be presently available in the foreseeable future with respect to the sales of any Shares securities of the Company, including the Units, and the Company has not made any no covenant to make such rule available at this time, and such rule is not anticipated to be available in the foreseeable future; (v) when and if the Shares Units may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, ; (vi) if the exemption afforded by Rule 144 is not available, public sale of the Shares Units without registration will require the availability of an exemption under the Securities Act, ; (vii) the Limited Liability Company Agreement, to be dated as of July 14, 2000, to be entered into by and among the parties thereto (the "LLC Agreement"), shall contain a ------------- restrictive legend in legend, restricting transfer of the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Shares Units and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares Units are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the SharesUnits.

Federal Securities Laws Matters. The Investor acknowledges receipt of advice from the Company that (i) the Shares have not been registered under the Securities Act of 1933 (the "Securities Act"), (ii) the Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment thereinin the Shares, unless such Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this timeavailable, (iii) it is not anticipated that there will be any public market for the Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will is not be presently available in the foreseeable future with respect to the sales of any Shares securities of the Company, including the Shares, and the Company has not made any no covenant to make such rule available at this timeand such rule is not anticipated to be available in the foreseeable future, (v) when and if the Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement below shall be placed on the certificate(s) representing the Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares.

Federal Securities Laws Matters. The Investor acknowledges receipt of advice from the Company that (i) the Investor Shares have not been registered under the Securities Act of 1933 (the "Securities Act"), (ii) the Investor Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Investor Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this time, (iii) it is not anticipated that there will be any public market for the Investor Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Investor Shares and the Company has not made any covenant to make such rule available at this time, , (v) when and if the Investor Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Investor Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Investor Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Investor Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Investor Shares.

Federal Securities Laws Matters. The Investor Director acknowledges receipt of advice from the Company that (i) the Director Shares have not been registered under the Securities Act of 1933 1933, as amended (the "“Securities Act"”), (ii) the Director Shares must be held indefinitely and the Investor Director must continue to bear the economic risk of the investment thereinin the Director Shares, unless such the Director Shares are subsequently registered under the Securities Act, or an exemption from such registration is available at this timeavailable, (iii) it is not anticipated that there will be any public market for the Class F Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will is not be presently available in the foreseeable future with respect to the sales of any Shares securities of the Company (including the Class F Shares) and the Company has not made any no covenant to make such rule available at this timeand such rule is not anticipated to be available in the foreseeable future, (v) when and if the Class F Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Class F Shares without registration will require the availability of an exemption under the Securities Act, (vii) an applicable legend with respect to certain transfer restrictions on the restrictive legend in the form set forth in the Stockholders Agreement Class F Shares shall be placed on the certificate(s) representing evidencing the Shares Director Shares, and (viii) a notation shall be made in the appropriate records of the Company indicating that the Director Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock share transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the its Class F Shares.

Federal Securities Laws Matters. The Investor acknowledges acknowl edges receipt of advice from the Company that (i) the Investor Shares have not been registered under the Securities Act of 1933 (the "“Securities Act"”), (ii) the Investor Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Investor Shares are subsequently registered regis tered under the Securities Act, or an exemption from such registration is available at this time, (iii) it is not anticipated that there will be any public market for the Investor Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Investor Shares and the Company has not made any covenant to make such rule available at this time, (v) when and if the Investor Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Investor Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Investor Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Investor Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Investor Shares.

Federal Securities Laws Matters. The Investor acknowledges acknowl edges receipt of advice from the Company that (i) the Investor Shares have not been registered under the Securities Act of 1933 (the "“Securities Act"”), (ii) the Investor Shares must be held indefinitely and the Investor must continue to bear the economic risk of the investment therein, unless such Investor Shares are subsequently registered regis tered under the Securities Act, or an exemption from such registration is available at this timeavailable, (iii) it is not anticipated that there will be any public market for the Investor Shares in the foreseeable future, (iv) Rule 144 promulgated under the Securities Act will not be available in the foreseeable future with respect to the sales of any Investor Shares and neither the Company nor Nortek has not made any covenant to make such rule available at this timeavailable, (v) when and if the Investor Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Investor Shares without registration will require the availability of an exemption under the Securities Act, (vii) the restrictive legend in the form set forth in the Stockholders Agreement shall be placed on the certificate(s) representing the Investor Shares and (viii) a notation shall be made in the appropriate records of the Company indicating that the Investor Shares are subject to restrictions on transfer and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Investor Shares.