Common use of Parent Common Stock Clause in Contracts

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D --- thereunder. Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be transferred or -------------- resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of Section 4(2) of the -------------- Securities Act or Regulation D thereunder. Such shares may not be transferred or -------------- resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will have not be been registered under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered under issued in a transaction exempt from the Securities registration requirements of the Security Act of 1933, as amended 1933 (the "Securities Act"). Such shares may not ) by reason of Section 4(2) thereof and Rule 506 promulgated thereunder, and as such will be transferred or -------------- resold thereafter except in compliance with deemed "restricted securities" within the terms meaning of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities ActRule 144 promulgated thereunder.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger Acquisition will not be registered issued in a transaction either (i) exempt from registration under the Securities Act of 1933, as amended 1933 (the "Securities Act"). Such shares may not be transferred ) by reason of Section 3(a)(10) thereof or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration (ii) registered under the Securities Act or in reliance on an exemption from registration a Form S-4, and, as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any Securities Act restrictions other than as set forth under the Securities Rule 145 of such Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act"), by reason of Section 4(2) of the Securities Act or Regulation D thereunder. Such shares may not be transferred or -------------- resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered issued in a transaction exempt from registration under the Securities Act, by reason of Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")or Regulation D thereunder. Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be -------------- transferred or -------------- resold thereafter thereafter, except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.

Parent Common Stock. The shares of Parent Common Stock issued in ------------------- connection with the Merger will not be registered issued in a transaction exempt from registration under the Securities Act, by reason of Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")or Regulation D thereunder. Such shares may not be transferred or -------------- resold thereafter except in compliance with the terms of this Agreement and following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.