Common use of No Registration Under the Securities Act Clause in Contracts

No Registration Under the Securities Act. The Vendor understands that the Shares to be issued to the Vendor under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Shares are so registered or qualify for exemption from registration under the Securities Act. The Vendor acknowledges and agrees that each certificate representing the Shares issued pursuant to this Agreement, and any shares issued or issuable in respect of any of the Shares upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATE, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6.

No Registration Under the Securities Act. The Vendor understands that the Shares to be issued to the Vendor under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Shares are so registered or qualify for exemption from registration under the Securities Act. The Vendor acknowledges and agrees that each certificate representing the Shares issued pursuant to this Agreement, and any shares issued or issuable in respect of any of the Shares upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATE, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6.

No Registration Under the Securities Act. The Vendor Each Shareholder understands that the Shares shares of Parent Corporation Common Stock to be issued to the Vendor such Shareholder under this Agreement have not yet been and will in the future may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise set forth in this Agreement in reliance upon exemptions contained in the Securities Act or interpretations thereof, and until so registered as contemplated by Section 6.1(d), below, cannot be offered for sale, sold or otherwise transferred unless the Shares such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Vendor acknowledges It is acknowledged and agrees agreed that until such Parent Corporation Common Stock is so registered as contemplated by Section 6.1(d), below, each certificate representing the Shares Parent Corporation Common Stock issued pursuant to a Shareholder pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of the Shares Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATE, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6.

No Registration Under the Securities Act. The Vendor Shareholder understands that the Shares shares of Parent Corporation Common Stock to be issued to the Vendor Shareholder under this Agreement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon exemptions contained in the Securities Act or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless the Shares such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Vendor Shareholder acknowledges and agrees that each certificate representing the Shares Parent Corporation Common Stock issued pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of the Shares Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATEThe certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6local or foreign law governing such securities.

No Registration Under the Securities Act. (a) The Vendor Buyer understands that the Shares to be issued purchased by it at Closing pursuant to the Vendor under terms of this Purchase Agreement have not been and will not be registered under the Securities Act of 1933or any state securities laws, as amended (the "Securities Act"), have been issued in reliance upon exemptions contained in the Securities Act or interpretations thereofthereof and in the applicable state securities laws, and cannot be offered for sale, sold or otherwise transferred unless the Shares being acquired hereunder are so registered or qualify qualified for exemption from registration under the Securities Act. . (b) The Vendor acknowledges and agrees Buyer understands that each certificate the certificates or other instruments representing the Shares issued pursuant to this AgreementShares, and any shares issued or issuable in respect of any of the Shares upon any stock split, stock dividend, recapitalization, or similar eventexcept as set forth below, shall be imprinted with bear a restrictive legend in substantially the following form (in addition to any legend required under applicable state securities laws): and the Company may reasonably place a stop-transfer order against transfer of such stock certificates): (i) Securities Act legend: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE OR ANY CERTIFICATE ISSUED IN EXCHANGE OR TRANSFER THEREFOR HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE ENTITLED TO REQUIRE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, OR (II) AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE SAID ACT OR APPLICABLE STATE OF CALIFORNIA SECURITIES LAWS OR SUCH AS ARE REQUIRED (III) UNLESS SOLD PURSUANT TO ANY STATE, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIES. SECTION 6RULE 144 UNDER THE SECURITIES ACT. (ii) Any legend imposed or required by the bylaws of the Company or applicable state securities laws.

No Registration Under the Securities Act. The Vendor Principal Shareholder understands that the Shares shares of Parent Corporation Common Stock to be issued to the Vendor Shareholder under this Agreement have not yet been and will in the future may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise set forth in this Agreement in reliance upon exemptions contained in the Securities Act or interpretations thereof, and until so registered as contemplated by Section 6.1(d), below, cannot be offered for sale, sold or otherwise transferred unless the Shares such shares of Parent Corporation Common Stock are so registered or qualify for exemption from registration under the Securities Act. The Vendor Principal Shareholder acknowledges and agrees that until such Parent Corporation Common Stock is so registered as contemplated by Section 6.1(d), below, each certificate representing the Shares Parent Corporation Common Stock issued pursuant to her pursuant to this Agreement, and any shares issued or issuable in respect of any such shares of the Shares Parent Corporation Common Stock upon any stock split, stock dividend, recapitalization, or similar event, shall be imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, AND (II) UPON RECEIPT BY THE ISSUER OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE STATE SECURITIES LAWS. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THESE REQUIREMENTS. THE CERTIFICATES EVIDENCING THE SHARES TO BE ISSUED TO THE SHAREHOLDER UNDER THIS AGREEMENT SHALL ALSO BEAR ANY LEGEND REQUIRED BY THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA OR SUCH AS ARE REQUIRED PURSUANT TO ANY STATEThe certificates evidencing the shares of Parent Corporation Common Stock to be issued to the Shareholder under this Agreement shall also bear any legend required by the Commissioner of Corporations of the State of California or such as are required pursuant to any state, LOCAL OR FOREIGN LAW GOVERNING SUCH SECURITIESlocal or foreign law governing such securities. SECTION 6.3.7