Common use of Limitations on Disposition and Resale Clause in Contracts

Limitations on Disposition and Resale. Investor understands and acknowledges that the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the 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. Investor understands that it may not be possible for Investor to liquidate Investor’s investment in Parent; and Investor agrees not to sell, transfer or otherwise dispose of the Shares or the Amended Options (or the Shares issuable upon exercise of the Amended Options), unless the Shares or the Amended Options have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. Investor further acknowledges and agrees that his or her ability to dispose of the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), will be subject to restrictions contained in the Stockholders Agreement. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be unable to sell or dispose of its interest in Parent. Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register the Shares or the Amended Options.

Limitations on Disposition and Resale. Investor understands and acknowledges that the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the 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. Investor understands that it may not be possible for Investor to liquidate Investor’s investment in Parent; and Investor agrees not to sell, transfer or otherwise dispose of the Shares or the Amended Options (or the Shares issuable upon exercise of the Amended Options), unless the Shares or the Amended Options have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. Investor further acknowledges and agrees that his or her ability to dispose of the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), will be subject to restrictions contained in the Stockholders Agreement. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be he unable to sell or dispose of its interest in Parent. Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register the Shares or the Amended Options.

Limitations on Disposition and Resale. Investor understands and acknowledges that the Shares and Contribution Shares, the Amended Exchange Options (and the Shares issuable upon exercise of the Amended Options), Exchange Options have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the Exchange Options or such 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. Investor understands that it may not be possible for Investor to liquidate Investor’s his or her investment in Parentthe Company; and Investor agrees not to sell, transfer or otherwise dispose of the Shares or Contribution Shares, the Amended Exchange Options (or the Shares issuable upon exercise of the Amended Options), Exchange Options unless the Shares Exchange Options, or such Shares, as the Amended Options case may be, have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. Investor further acknowledges and agrees that his or her ability to dispose of the Shares and Contribution Shares, the Amended Exchange Options (and the Shares issuable upon exercise of the Amended Options), Exchange Options will be subject to restrictions contained in the Stockholders Agreement. Investor recognizes that there will not be any public trading market for the Exchange Options or the Shares and, as a result, Investor may be unable to sell or dispose of its interest in Parentthe Company. 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 the Shares Exchange Options or the Amended OptionsShares.

Limitations on Disposition and Resale. Investor understands and acknowledges that the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), have not been and will not be registered under the Securities Act or the securities laws of any state and, unless the 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. Investor understands that it may not be possible for Investor to liquidate Investor’s 's investment in Parent; and Investor agrees not to sell, transfer or otherwise dispose of the Shares or the Amended Options (or the Shares issuable upon exercise of the Amended Options), unless the Shares or the Amended Options have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state securities laws. Investor further acknowledges and agrees that his or her ability to dispose of the Shares and the Amended Options (and the Shares issuable upon exercise of the Amended Options), will be subject to restrictions contained in the Stockholders Agreement. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be unable to sell or dispose of its interest in Parent. Investor further acknowledges and agrees that, except as may be set forth in the Stockholders Agreement, Parent shall have no obligation to register the Shares or the Amended Options.