Common use of Legending of Securities Clause in Contracts

Legending of Securities. (a) The shares of Company Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions, and similar exemptions under applicable state securities laws (the "State Acts"), and the Company is relying on the representations of the Transferor with respect to such exemptions. The Transferor understands and agrees that stop transfer instructions with respect to the shares of Company Common Stock received by the Transferor pursuant to this Agreement will be given to the Company's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. (b) The foregoing legend will also be placed on any certificate representing securities issued subsequent to the original issuance of the Company Common Stock pursuant to this Agreement as a result of any transfer of such shares or any stock dividend, stock split or other recapitalization as long as the Company Common Stock issued to the Transferor pursuant to this Agreement has not been transferred in such manner to justify the removal of the legend therefrom.

Legending of Securities. (a) The shares of Company Purchaser Common Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by reason of Section 4(2) thereof, Regulation D promulgated thereunder, or other private offering exemptions, and similar exemptions under applicable state securities laws (the "State Acts"), and the Company Purchaser is relying on the representations of the Transferor Shareholders with respect to such exemptions. The Transferor Each Shareholder understands and agrees that stop transfer instructions with respect to the shares of Company Purchaser Common Stock received by the Transferor each Shareholder pursuant to this Agreement will be given to the CompanyPurchaser's transfer agent and that there will be placed on the certificates for such shares a legend stating in substance as follows: The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. (b) The foregoing legend legends will also be placed on any certificate representing securities issued subsequent to the original issuance of the Company Purchaser Common Stock pursuant to this Agreement as a result of any transfer of such shares or any stock dividend, stock split or other recapitalization as long as the Company Purchaser Common Stock issued to the Transferor Shareholders pursuant to this Agreement has not been transferred in such manner to justify the removal of the legend therefrom.

Legending of Securities. (a) The shares of Company Common Acquiror Stock to be delivered in connection with this Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "“Securities Act"”) by reason of Section 4(2) thereof, Regulation D promulgated thereunderD, or other private offering exemptions, and similar exemptions under applicable state securities laws (the "“State Acts"”), and the Company Acquiror is relying on the representations of the Transferor stockholders of the Company with respect to such exemptions. The Transferor Each stockholder will acknowledge in its Holder Representation Form that it understands and agrees agrees, that stop transfer instructions with respect to the shares of Company Common Acquiror Stock received by the Transferor such stockholder pursuant to this Agreement will be given to the Company's Acquiror’s transfer agent and that there will be placed on the certificates for such shares a legend legends stating in substance as follows: : (i) The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state or other securities laws and may not be offered, sold, transferred or otherwise disposed of unless registered with the United States Securities and Exchange Commission and the securities regulatory authorities of applicable states or foreign countries or unless an exemption from such registration is available. (bii) The foregoing legend will also be placed on any certificate representing securities issued subsequent to the original issuance offer, sale, transfer or disposal of the Company Common Stock securities represented hereby is restricted pursuant to this Agreement as a result Holder Representation Form and Section 5.11 of any transfer of such shares or any stock dividend, stock split or other recapitalization as long as the Company Common Stock issued to the Transferor pursuant to this Agreement has not been transferred in such manner to justify the removal of the legend therefrom.the