Common use of Investment Intention and Restrictions on Disposition Clause in Contracts

Investment Intention and Restrictions on Disposition. The Subscriber represents and warrants that the Subscriber is acquiring the Shares being purchased by him hereunder solely for the Subscriber's own account for investment and not with a view to, or in connection with, any resale or other distribution thereof in any transaction or series of transactions that would be in violation of the securities laws of the United States or any state thereof. The Subscriber agrees that he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any of the Shares) or any interest therein, or any rights relating thereto, except in compliance with (i) the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Act"), (ii) all applicable state securities or "blue sky" laws. The Subscriber further understands, acknowledges and agrees that none of the Shares or any economic or voting rights relating thereto may be transferred, sold, pledged, hypothecated or otherwise disposed of unless such disposition is pursuant to an effective registration statement under the Act and is in compliance with applicable state securities laws or is exempt from such registration and/or compliance. Any attempt by the Subscriber, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any the Shares or any economic or voting rights relating thereto without complying with the provisions of this Agreement and the Stockholder Agreement shall be void and of no effect.