Common use of Investment Representation and Legend Clause in Contracts

Investment Representation and Legend. The holder, by acceptance of the Warrant, represents and warrants to the Corporation that it is acquiring the Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Corporation may affix upon this Warrant the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The holder, by acceptance of this Warrant, further agrees that the Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Investment Representation and Legend. The holder, by acceptance of the Warrant, represents and warrants to the Corporation that it is acquiring the Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that thereof. Subject to the Corporation may affix upon this Warrant provisions of Section 7 above, the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The holder, by acceptance of this Warrant, further agrees that the Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE HOLDER THAT THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOWARD THE RESALE OR OTHER DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE SECURITIES EVIDENCED HEREBY, AND APPLICABLE STATE SECURITIES LAWS AND NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED EITHER (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT RELATING THERETO OR (II) THE ACT CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUBSTANCE TO THE CORPORATION, STATING THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED."

Investment Representation and Legend. The holderHolder, by acceptance of the this Warrant, represents and warrants to the Corporation that it the Holder is acquiring receiving the Warrant and and, unless at the time of exercise a registration statement under the Act is effective with respect to such shares, upon the exercise hereof will acquire the shares of Common Stock (or other securities) issuable upon the exercise hereof such exercise, for investment purposes only and not with a view towards the resale or other distribution thereof and except pursuant to an effective registration statement under the Act or an applicable exemption from registration under the Act. The Holder also hereby agrees that the Holder shall not sell, transfer by any means or otherwise dispose of the Warrant or the shares of Common Stock issuable upon exercise of the Warrant without registration under the Act unless in the opinion of counsel reasonably acceptable to the Corporation may affix upon this Warrant such proposed sale or transfer is exempt from the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." registration provisions of the Act. The holderHolder, by acceptance of this Warrant, further agrees that the Corporation may affix affix, unless the following shares subject to this Warrant are registered at the time of exercise, a legend to certificates the Warrant Certificates for shares of Common Stock issued upon exercise of this WarrantWarrant in substantially the following form: "THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND AMENDED (THE "ACT"). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS LAWS; (ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR UNLESS ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES); OR (iii) THE CORPORATION HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED. If deemed necessary by the Corporation, it shall have received an opinion of its counsel that the shares of Common Stock may be issued upon such particular exercise in compliance with the Act without registration thereunder. Without limiting the generality of the foregoing, the Corporation may delay issuance of the shares until completion of any action or obtaining of any consent, which the Corporation deems necessary under any applicable law (including without limitation state securities or “blue sky” laws)."

Investment Representation and Legend. The holderHolder, by acceptance of the Warrant, represents and warrants to the Corporation that it is acquiring the Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Corporation may affix upon this Warrant the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, AS AMENDEDas amended, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLEor any applicable state securities laws and may not be sold or transferred in the absence of registration or an exemption therefrom under said laws." The holderHolder, by acceptance of this Warrant, further agrees that the Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES SAID LAWS OR UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Investment Representation and Legend. The holder, by ------------------------------------ acceptance of the Warrant, represents and warrants to the Corporation that it is acquiring the Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Corporation may affix upon this Warrant the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." The holder, by acceptance of this Warrant, further agrees that the Corporation may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Investment Representation and Legend. The holderA Holder, by acceptance of the a Warrant, represents and warrants to the Corporation Company that it is acquiring the such Warrant and the shares of Common Stock (or other securities) issuable upon the exercise hereof thereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Corporation Company may affix upon this such Warrant the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF Neither this Warrant nor the shares issuable upon the exercise of this Warrant have been registered under the Securities Act of 1933, AS AMENDEDas amended; nor under applicable state securities laws and may not be sold, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLDtransferred or otherwise disposed of unless it has been registered under such laws or an exemption from registration is available. This Warrant and the shares issuable upon the exercise of this Warrant are also subject to the additional restrictions on transfer set forth in the Warrant Agreement dated as of August 31, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE1995, copies of which may be obtained upon request from Manufacturers' Services Limited and any successor thereto." The holderA Holder, by acceptance of this a Warrant, further agrees that the Corporation Company may affix the following legend to certificates for shares of Common Stock issued upon exercise of this such Warrant: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF These securities have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLDnor under applicable state securities laws and may not be sold, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLEtransferred or otherwise disposed of unless they have been registered under such laws or an exemption from registration is available. These securities are also subject to the additional restrictions on transfer set forth in the Warrant Agreement dated as of August 31, 1995, copies of which may be obtained upon request from Manufacturers' Services Limited and any successor thereto."" Notwithstanding the foregoing, the Company understands that Bank of America may transfer a portion of the Warrant to other Lenders in connection with the syndication of the credit facility pursuant to the Credit Agreement, subject to applicable securities laws.

Investment Representation and Legend. The registered holder, by acceptance of the this Warrant, represents and warrants to the Corporation Company that it is acquiring the this Warrant and will be acquiring the shares of Common Stock (or other securities) issuable upon the exercise hereof for investment purposes only and not with a view towards the resale or other distribution thereof and agrees that the Corporation Company may affix upon this Warrant (and any warrant or warrants subsequently issued upon exchange or transfer of this Warrant) the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE OR ANY STATE SECURITIES LAWS AND LAWS. NEITHER THE SECURITIES EVIDENCED HEREBY, NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED EITHER (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS RELATING THERETO OR UNLESS (ii) THE COMPANY HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, STATING THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED." The registered holder, by acceptance of this Warrant, further agrees that the Corporation Company may affix the following legend to certificates for shares of Common Stock issued upon exercise of this Warrant: "THE SHARES EVIDENCED SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE OR ANY STATE SECURITIES LAWS AND LAWS. NEITHER THE SECURITIES EVIDENCED HEREBY, NOR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED EITHER (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS RELATING THERETO OR UNLESS (ii) THE COMPANY HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, STATING THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED."

Investment Representation and Legend. The holderHolder, by acceptance of the this Warrant, represents and warrants to the Corporation that it the Holder is acquiring receiving the Warrant and and, unless at the time of exercise a registration statement under the Act is effective with respect to such shares, upon the exercise hereof will acquire the shares of Common Stock (or other securities) issuable upon the exercise hereof such exercise, for investment purposes only and not with a view towards the resale or other distribution thereof and except pursuant to an effective registration statement under the Act or an applicable exemption from registration under the Act. The Holder also hereby agrees that the Holder shall not sell, transfer by any means or otherwise dispose of the Warrant or the shares of Common Stock issuable upon exercise of the Warrant without registration under the Act unless in the opinion of counsel reasonably acceptable to the Corporation may affix upon this Warrant such proposed sale or transfer is exempt from the following legend: "NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." registration provisions of the Act. The holderHolder, by acceptance of this Warrant, further agrees that the Corporation may affix affix, unless the following shares subject to this Warrant are registered at the time of exercise, a legend to the certificates for shares of Common Stock issued upon exercise of this WarrantWarrant in substantially the following form: "THE SHARES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND AMENDED (THE "ACT"). THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS LAWS; (ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR UNLESS ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES); OR (iii) THE CORPORATION HAS RECEIVED AN EXEMPTION FROM OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS AVAILABLENOT REQUIRED."