Private Placement or California Permit. Either (i) Acquirer determines that the issuance of shares of Parent Common Stock in the First Merger satisfies the requirements of the exemption from registration under Section 4(2) of, and Regulation D promulgated under, the Securities Act, or (ii) (A) the California Permit shall have been issued by the California Commissioner and (B) no stop order suspending the effectiveness of the California Permit or any part thereof shall have been issued and no Legal Proceeding for that purpose or other similar Legal Proceeding in respect of the California Permit shall have been initiated or threatened by the Department of Corporations of the State of California.
