Common use of Restricted Securities Legend Clause in Contracts

Restricted Securities Legend. (a) Executive acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive is acquiring the Restricted Securities for investment for Executive's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. Executive, by reason of Executive's management, business or financial experience, has the capacity to protect Executive's own interests in connection with the purchase (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive has received, or has had access to, all information which Executive considers necessary or advisable to enable Executive to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 28, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxxxx X. Xxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive Employee acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive Employee is acquiring the Restricted Securities for investment for ExecutiveEmployee's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and Employee is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. ExecutiveEmployee, by reason of ExecutiveEmployee's management, business or financial experience, has the capacity to protect ExecutiveEmployee's own interests in connection with the purchasepurchase of the Restricted Securities. Employee acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive Employee has received, or has had access to, all information which Executive Employee considers necessary or advisable to enable Executive Employee to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive Employee acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 282, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxxxx X. Xxxxxxxxx Xxxxxxx von Heydekampf (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive Employee acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive Employee is acquiring the Restricted Securities for investment for ExecutiveEmployee's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and Employee is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. ExecutiveEmployee, by reason of ExecutiveEmployee's management, business or financial experience, has the capacity to protect ExecutiveEmployee's own interests in connection with the purchasepurchase of the Restricted Securities. Employee acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive Employee has received, or has had access to, all information which Executive Employee considers necessary or advisable to enable Executive Employee to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive Employee acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 282, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive Employee acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive Employee is acquiring the Restricted Securities for investment for ExecutiveEmployee's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and Employee is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. ExecutiveEmployee, by reason of ExecutiveEmployee's management, business or financial experience, has the capacity to protect ExecutiveEmployee's own interests in connection with the purchasepurchase of the Restricted Securities. Employee acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive Employee has received, or has had access to, all information which Executive Employee considers necessary or advisable to enable Executive Employee to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive Employee acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 282, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxxxx X. Xxxxxxxxx Xxxxxxxx Xxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive Employee acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive Employee is acquiring the Restricted Securities for investment for ExecutiveEmployee's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and Employee is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. ExecutiveEmployee, by reason of ExecutiveEmployee's management, business or financial experience, has the capacity to protect ExecutiveEmployee's own interests in connection with the purchasepurchase of the Restricted Securities. Employee acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive Employee has received, or has had access to, all information which Executive Employee considers necessary or advisable to enable Executive Employee to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive Employee acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 282, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxx Xxxxxxx X. Xxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive Employee acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive Employee is acquiring the Restricted Securities for investment for ExecutiveEmployee's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and Employee is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. ExecutiveEmployee, by reason of ExecutiveEmployee's management, business or financial experience, has the capacity to protect ExecutiveEmployee's own interests in connection with the purchasepurchase of the Restricted Securities. Employee acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive Employee has received, or has had access to, all information which Executive Employee considers necessary or advisable to enable Executive Employee to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive Employee acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 282, 2004 (the "Subscription and Option Agreement") between the Company and Gxxxxxx X. Xxxxxxx X. Xxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive is acquiring the Restricted Securities for investment for Executive's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. Executive, by reason of Executive's management, business or financial experience, has the capacity to protect Executive's own interests in connection with the purchasepurchase of the Restricted Securities. Executive acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive has received, or has had access to, all information which Executive considers necessary or advisable to enable Executive to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 28December __, 2004 2003 (the "Subscription and Option Agreement") between the Company and Xxxxxxx X. Xxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."

Restricted Securities Legend. (a) Executive acknowledges and confirms as follows: The Restricted Securities are or will be issued in reliance upon and in accordance with the exemption from registration afforded by Section 4(2) the Securities Act and Regulation D thereunder. Executive is acquiring the Restricted Securities for investment for Executive's own account and not with a view to any public sale or other distribution thereof. Executive has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and is a sophisticated purchaser and capable of evaluating the merits and risks of acquiring the Restricted Securities. Executive, by reason of Executive's management, business or financial experience, has the capacity to protect Executive's own interests in connection with the purchasepurchase of the Restricted Securities. Executive acknowledges and agrees as follows: (i) the Restricted Securities are "restricted securities" (as defined under the rules and regulations promulgated under the Securities Act) and as such may not be sold or transferred unless registered under the Securities Act, unless an exemption from registration thereunder is available in connection with any such sale or transfer or unless such registration requirements are not otherwise applicable to any such sale or transfer; (ii) the Restricted Securities have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws, rules or regulations of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the Restricted Securities; and (iii) Executive has received, or has had access to, all information which Executive considers necessary or advisable to enable Executive to make a decision concerning the purchase of the Restricted Securities and has been given the opportunity to ask questions of, and receive answers from, the Company and the management of the Company regarding the business and prospects of the Company and the terms and conditions of the issuance of the Restricted Securities. Executive acknowledges that an investment in the Company involves a high degree of risk and is subject to a substantial risk of loss. (b) All certificates and other instruments evidencing the Restricted Securities shall bear a restrictive legend in substantially the following form: "The securities represented hereby are subject to the terms and conditions of the Subscription and Option Agreement dated as of March 28January 14, 2004 (the "Subscription and Option Agreement") between the Company and Xxxxxxx X. Xxxxxxxxx (as such agreement may be amended or supplemented subsequent to such date). Pursuant to the Subscription and Option Agreement, no "Transfer" (as defined in the Subscription and Option Agreement) of the securities represented hereby may be effected except as permitted by the Subscription and Option Agreement. The securities represented hereby have not been issued pursuant to any registration or similar filing, listing or prospectus or document delivery requirements under the laws of any Government or the rules, regulations or guidelines of any stock exchange or quotation system, and the Company has no obligation to effect any of the foregoing with respect to the securities. No Transfer of the securities represented hereby may be made without compliance with any of the foregoing, unless an exemption thereunder is available in the opinion of counsel for the Company."