Common use of Notes Not Registered Clause in Contracts

Notes Not Registered. Such Purchaser has been advised by the Company and understands that (i) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act and neither the offer nor sale of any Notes or the Class A Common Stock issuable upon the conversion of the Equity Linked Notes pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (ii) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes being acquired by such Purchaser pursuant to this Agreement and the Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by such Purchaser from the Company in a transaction not involving a public offering and, subject to such Purchaser’s rights under this Agreement, such Purchaser must continue to bear the economic risk of the investment in its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes indefinitely unless the offer and sale of its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Notes; (iv) a restrictive legend in the form set forth in Section 9.2(b) of this Agreement shall be placed on the certificates representing the Notes and a restrictive legend in the form set forth in Section 9.2(c) shall be placed on the certificates representing the Class A Common Stock issuable upon the conversion of the Equity Linked Notes; and (v) a notation shall be made in the appropriate records of the Company indicating that the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are subject to restrictions on transfer.

Notes Not Registered. Such Purchaser has been advised by the Company and understands that (i) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act and neither the offer nor sale of any Notes or the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (ii) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants being acquired by such Purchaser pursuant to this Agreement and the Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by such Purchaser from the Company in a transaction not involving a public offering and, subject to such Purchaser’s rights under this Agreement, such Purchaser must continue to bear the economic risk of the investment in its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants indefinitely unless the offer and sale of its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants are subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the NotesNotes or the Pre-Funded Warrants; (iv) a restrictive legend in the form set forth in Section 9.2(b) of this Agreement shall be placed on the certificates representing the Notes and the Pre-Funded Warrants and a restrictive legend in the form set forth in Section 9.2(c) shall be placed on the certificates representing the Class A Common Stock issuable upon pursuant to the conversion of the Equity Linked Notes; and (v) a notation shall be made in the appropriate records of the Company indicating that the Notes Notes, the Pre-Funded Warrants, and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes or the exercise of the Pre-Funded Warrants are subject to restrictions on transfer.

Notes Not Registered. Such Purchaser has been advised by the Company and understands that (i) the Notes and the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act and neither the offer nor sale of any Notes or the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (ii) the Notes and the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes being acquired by such Purchaser pursuant to this Agreement and the Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by such Purchaser from the Company in a transaction not involving a public offering and, subject to such Purchaser’s rights under this Agreement, such Purchaser must continue to bear the economic risk of the investment in its Notes and the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes indefinitely unless the offer and sale of its Notes and the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes are subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Notes; (iv) a restrictive legend in the form set forth in Section 9.2(b) of this Agreement shall be placed on the certificates representing the Notes and a restrictive legend in the form set forth in Section 9.2(c) shall be placed on the certificates representing the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes; and (v) a notation shall be made in the appropriate records of the Company indicating that the Notes and the Class A Common Stock issuable upon the mandatory conversion of the Equity Linked Notes are subject to restrictions on transfer.

Notes Not Registered. Such Purchaser has been advised by the Company and understands that (ia) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act and neither the offer nor sale of any Notes or the Class A Common Stock issuable upon the conversion of the Equity Linked Notes pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (iib) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes being acquired by such Purchaser pursuant to this Agreement and the Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by such Purchaser from the Company in a transaction not involving a public offering and, subject to such Purchaser’s rights under this Agreementthe Indenture, such Purchaser must continue to bear the economic risk of the investment in its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes indefinitely unless the offer and sale of its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are is subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available; (iiic) the Notes being acquired by such Purchaser pursuant to this Agreement have not been and will not be registered under the Securities Act or any state “blue sky” laws, and, except as set forth in the Indenture, the Company is under no obligation to assist such Purchaser in complying with any exemption from such registration; (d) it is not anticipated that there will be any public market for the Notes; (ive) a restrictive legend in the form set forth in Section 9.2(b) of this the Stockholders Agreement shall be placed on the certificates representing the Notes and a restrictive legend in the form set forth in Section 9.2(c) shall be placed on the certificates representing the Class A Common Stock issuable upon the conversion of the Equity Linked Notes; and (vf) a notation shall be made in the appropriate records of the Company trustee for the Notes indicating that the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are subject to restrictions on transfer.