Common use of NO REGISTRATION, ETC Clause in Contracts

NO REGISTRATION, ETC. The Purchaser acknowledges that the Corporation's offering and sale of the Shares to the Purchaser pursuant to this Agreement (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the securities or "blue sky" laws, rules or regulations of any State (collectively, the "Securities Laws") and (ii) is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act and the provisions of Rule 506 of Regulation D promulgated thereunder by the Commission. In furtherance thereof, the Purchaser represents and warrants to the Corporation that it is an "accredited investor", as defined in Rule 501 of Regulation D promulgated under the 1933 Act. The Purchaser acknowledges that it has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and to receive answers from, the Corporation and its management. The Shares are being purchased by Purchaser for its own account for investment and not for resale or distribution to others within the meaning of the federal Securities Laws. The Purchaser agrees that it will not transfer the Shares unless such Shares are registered under any applicable Securities Laws, or unless an exemption is available under such Securities Laws.

NO REGISTRATION, ETC. The Purchaser acknowledges that the Corporation's offering and sale of the Shares to the Purchaser Stock pursuant to this Agreement (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under the securities or "blue sky" laws, rules or regulations of any State (collectively, the "Securities Laws") and (ii) is intended to be exempt from registration under the 1933 Act Securities Act, by virtue of Section 4(2) of the 1933 Act and the provisions of Rule 506 of Regulation D promulgated thereunder by the CommissionSEC. In furtherance thereof, the Purchaser represents and warrants to the Corporation Seller that it is an "accredited investor", as defined in Rule 501 of Regulation D promulgated under the 1933 Securities Act. The Purchaser acknowledges that it has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and to receive answers from, the Corporation Seller and its management, and it has had access to all documents and information which is deemed material to an investment decision with respect to the purchase of the Stock hereunder. The Shares are Stock is being purchased by Purchaser for its own account account, for investment and not for distribution or resale or distribution to others within the meaning of the federal Securities Lawsothers. The Purchaser agrees that it will not transfer the Shares Stock unless such Shares are the Stock is registered under any applicable Securities LawsLaws or the transfer is otherwise exempt therefrom. The Purchaser further acknowledges that it is aware that it may be considered an "affiliate" of the Seller for purposes of the Securities Act and, or unless an exemption is available accordingly, that any public sales of the Securities by the Purchaser will be subject to Rule 144 promulgated under such the Securities LawsAct.