Common use of Limitations on Disposition and Resale Clause in Contracts

Limitations on Disposition and Resale. The Investor 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 and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to 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. The Investor agrees not to sell, transfer or otherwise dispose of the Exchange Shares unless the Exchange Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Investor further acknowledges and agrees that its ability to dispose of the Exchange Shares will be subject to restrictions contained in the Stockholders Agreement. The Investor recognizes that there will not be any public trading market for Parent Common Stock and, as a result, the Investor may be unable to sell or dispose of its interest in Parent. The Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register shares of Parent Common Stock.

Limitations on Disposition and Resale. The Investor understands and acknowledges that the Exchange Shares have not been and will not be registered under the Securities Act, Act or the securities laws of any state and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to 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. The Investor understands that it may not be possible for Investor to liquidate his or her investment in the Company; and Investor agrees not to sell, transfer or otherwise dispose of the Exchange Shares unless the Exchange Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Investor further acknowledges and agrees that its his or her ability to dispose of the Exchange Shares will be subject to restrictions contained in the Stockholders Agreement. The Investor recognizes that there will not be any public trading market for Parent Common Stock the Shares and, as a result, the Investor may be unable to sell or dispose of its interest in Parentthe Company. The Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent the Company shall have no obligation to register shares of Parent Common Stockthe Shares.

Limitations on Disposition and Resale. The Investor understands and acknowledges that the Exchange Shares have not been and will not be registered under the Securities Act, Act or the securities laws of any state and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to 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. The Investor understands that it may not be possible for Investor to liquidate his or her investment in the Company; and Investor agrees not to sell, transfer or otherwise dispose of the Exchange Shares unless the Exchange Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Investor further acknowledges and agrees that its his or her ability to dispose of the Exchange Shares will be subject to restrictions contained in the Stockholders Agreement. The Investor recognizes that there will not be any public trading market for Parent Common Stock the Shares and, as a result, the Investor may be unable to sell or dispose of its his or her interest in Parentthe Company. The Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent the Company shall have no obligation to register shares of Parent Common Stockthe Shares.

Limitations on Disposition and Resale. The Investor 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 and, unless the Exchange Shares are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to 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. The Investor agrees not to sell, transfer or otherwise dispose of the Exchange Shares unless the Exchange Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. The Investor further acknowledges and agrees that its his ability to dispose of the Exchange Shares will be subject to restrictions contained in the Stockholders Agreement. The Investor recognizes that there will not be any public trading market for Parent Common Stock and, as a result, the Investor may be unable to sell or dispose of its his interest in Parent. The Investor further acknowledges and agrees that, except as may be set forth in the Registration Rights Agreement and the Stockholders Agreement, Parent shall have no obligation to register shares of Parent Common Stock.