Common use of Private Placement Legends Clause in Contracts

Private Placement Legends. The Lender acknowledges and agrees that the Note has not been registered under the Securities Act and, to the extent it constitutes a security subject to registration under Section 5 of the Securities Act, may not be offered or sold unless registered under the Securities Act, or an exemption from such registration requirements is available. The Note shall bear a legend in substantially the following form, unless counsel to the Company shall have advised the Company that such legend is no longer needed: The securities evidenced by this instrument have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities law, and such securities may not be sold, transferred or otherwise disposed of unless the same are registered and qualified in accordance with the Act and any applicable state securities laws, or in the opinion of counsel reasonably satisfactory to the Company such registration and qualification are not required under the Act and applicable state securities law.