Common use of Investment Agreements Clause in Contracts

Investment Agreements. (a) As promptly as practicable after the date of this Merger Agreement, the Company shall use its best efforts to obtain Investment Agreements from each Company Stockholder who is to receive shares of XxXxxx Common Stock in the Merger. (b) The parties hereto acknowledge, agree, and confirm that the XxXxxx Common Stock to be issued pursuant to Section 2.01,(i) will not be registered under the Securities Act of 1933, as amended (as defined in Article X), or registered or qualified under any state securities laws, (ii) must be held indefinitely unless a subsequent disposition thereof is made pursuant to an effective registration thereof under the Securities Act or is exempt from such registration and cannot be offered for sale, sold or otherwise transferred unless the XxXxxx Common Stock is subsequently so registered or qualified for exemption from registration under the Securities Act, (iii) will bear a legend to that effect (and XxXxxx will make a notation on its transfer of books to that effect), and (iv) will be considered "registered securities" within the meaning of Rule 144 of the Securities Act; Rule 144 may not be available to exempt from the registration requirements of the Securities Act the sale of such "restricted securities;" if Rule 144 is available, sale may be made in reliance upon Rule 144 only in accordance with the terms and conditions of Rule 144; and if an exemption for such sale is not available, registration of the XxXxxx Common Stock may be required, but XxXxxx is under no obligation to register the XxXxxx Common Stock or to facilitate compliance or to comply with any exemption, except as expressly set out in Section 6.19 below.