Common use of Restricted Forward Purchase Shares Clause in Contracts

Restricted Forward Purchase Shares. The Purchasing Party understands that the offer and sale of the Forward Purchase Shares to the Purchasing Party has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasing Party’s representations as expressed herein. The Purchasing Party understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Purchasing Party must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchasing Party acknowledges that Parent has no obligation to register or qualify the Forward Purchase Shares, or any securities into which the Forward Purchase Shares may be converted into or exercised for, for resale, except pursuant to the Registration Rights Agreement. The Purchasing Party further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to Parent which are outside of the Purchasing Party’s control, and which Parent is under no obligation and may not be able to satisfy.

Restricted Forward Purchase Shares. The Purchasing Party Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchasing Party Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasing PartyPurchaser’s representations as expressed herein. The Purchasing Party Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities Laws laws and that, pursuant to these Lawslaws, the Purchasing Party Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchasing Party Purchaser acknowledges that Parent the Company has no obligation to register or qualify the Forward Purchase Shares, or any securities into which the Forward Purchase Shares may be converted into or exercised for, for resale, except pursuant to as provided herein (the “Registration Rights AgreementRights”). The Purchasing Party Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to Parent the Company which are outside of the Purchasing PartyPurchaser’s control, and which Parent the Company is under no obligation and may not be able to satisfy. The Purchaser understands that the offering of the Forward Purchase Shares is not and is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward Purchase Shares.

Restricted Forward Purchase Shares. The Purchasing Party Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchasing Party Purchaser has not been, and will not be, registered under the Securities Act, Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasing PartyPurchaser’s representations as expressed herein. The Purchasing Party Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities Laws laws and that, pursuant to these Lawslaws, the Purchasing Party Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchasing Party Purchaser acknowledges that Parent Newco has no obligation to register or qualify the Forward Purchase Shares, or any securities into which the Forward Purchase Shares may be converted into or exercised for, for resale, except pursuant to as provided herein (the “Registration Rights AgreementRights”). The Purchasing Party Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to Parent Newco which are outside of the Purchasing PartyPurchaser’s control, and which Parent Newco is under no obligation and may not be able to satisfy. The Purchaser understands that the offering of the Forward Purchase Shares is not and is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward Purchase Shares.

Restricted Forward Purchase Shares. The Purchasing Party Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchasing Party has have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchasing PartyPurchaser’s representations as expressed herein. The Purchasing Party Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities Laws laws and that, pursuant to these Lawslaws, the Purchasing Party Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchasing Party Purchaser acknowledges that Parent the Company has no obligation to register or qualify the Forward Purchase Shares, or any securities into which the Forward Purchase Shares may be converted into or exercised for, for resale, except pursuant to for the Registration Rights AgreementRights. The Purchasing Party Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to Parent the Company which are outside of the Purchasing PartyPurchaser’s control, and which Parent the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares is not and is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.