Common use of Limitations on Disposition and Resale Clause in Contracts

Limitations on Disposition and Resale. Holder understands and acknowledges that the Exchange Shares have not been and will not be registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Holder recognizes that there will not be any public trading market for Parent Common Stock, and as a result, Holder may be unable to sell or dispose of its interest in Parent.