Common use of Limitations on Disposition and Resale Clause in Contracts

Limitations on Disposition and Resale. The Participant understands and acknowledges that the Shares have not been and will not (unless pursuant to the Management Stockholders Agreement) 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. The Participant understands that it may not be possible for the Participant to liquidate his or her investment in the Company, and agrees not to sell, transfer or otherwise dispose of the Shares unless the 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 Participant further acknowledges and agrees that his or her ability to dispose of the Shares will be subject to restrictions contained in the Management Stockholders Agreement. The Participant recognizes that there will not be any public trading market for the Shares and, as a result, the Participant may be unable to sell or dispose of its interest in the Company. The Participant further acknowledges and agrees that, except as may be set forth in the Management Stockholders Agreement, the Company shall have no obligation to register the Shares.

Limitations on Disposition and Resale. The Participant Investor understands and acknowledges that the Shares have not been and been, and, except as set forth in the Stockholders Agreement, will not (unless pursuant to the Management Stockholders Agreement) be be, registered under the Securities Act Act, or the securities laws of any state or foreign jurisdiction 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. The Participant understands that it may not be possible for the Participant to liquidate his or her investment in the Company, and Investor agrees not to to, directly or indirectly, offer, sell, transfer transfer, pledge, hypothecate or otherwise dispose of the Shares unless the Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act and any applicable state or foreign securities laws. The Participant Investor further acknowledges and agrees that his his, her or her its ability to dispose of the Shares will be subject to restrictions contained in the Management Stockholders Agreement. The Participant Investor recognizes that there will not be any public trading market for the Shares Corporation’s Common Stock and, as a result, the Participant Investor may be unable to sell or dispose of his, her or its interest in the CompanyCorporation indefinitely and must continue to bear the economic risk of the investment in the Corporation. The Participant Investor further acknowledges and agrees that, except as may be set forth in the Management Stockholders Agreement, the Company Corporation shall have no obligation to register shares of the SharesCorporation’s Common Stock.