Common use of Restricted Securities; Legends Clause in Contracts

Restricted Securities; Legends. (a) The Seller understands that the shares of Buyer Common Stock to be received by the Seller in connection with the Contemplated Transactions have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act. The Seller understands that under applicable securities Laws, the Seller may be required to hold such 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. (b) The Seller understands that the shares of Buyer Common Stock to be received by it in connection with the Contemplated Transactions may be notated with one or more of the following legends: (i) THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (ii) any legend required by (x) applicable securities Laws to the extent such Laws are applicable to the shares of Buyer Common Stock represented by the certificate, instrument, or book entry so legended or (y) the Ancillary Agreements.

Restricted Securities; Legends. (a) The Seller understands Purchaser recognizes that the shares of Buyer Common Stock to Securities will not be received by the Seller in connection with the Contemplated Transactions have not been registered under the Securities Act, by reason of a specific exemption Act or other applicable state securities laws. Purchaser understands that the Securities it is purchasing are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the registration provisions of Company in a transaction not involving a public offering. Purchaser agrees not to sell or transfer the Securities Act. The Seller understands that under applicable securities Laws, the Seller may be required to hold unless such shares indefinitely unless they Securities are registered with under the SEC Securities Act and qualified by any other applicable state authoritiessecurities laws, or unless, to the reasonable satisfaction of Company's counsel, an exemption from such registration and qualification requirements is available. (b) available therefor. The Seller understands that certificates evidencing the shares of Buyer Common Stock Securities may bear a legend substantially similar to be received by it in connection with the Contemplated Transactions may be notated with one or more of the following legends: (i) following: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED (THE "ACT"), AND SUCH SHARES SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, PLEDGED OR TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR A VALID AN EXEMPTION FROM UNDER THE REGISTRATION ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHE RULES AND REGULATIONS THEREUNDER. (ii) any legend required by (x) applicable securities Laws to the extent such Laws are applicable to the shares of Buyer Common Stock represented by the certificate, instrument, or book entry so legended or (y) the Ancillary Agreements.

Restricted Securities; Legends. (a) The Seller Shareholder understands that the shares of Buyer Public Company Common Stock to be received by the Seller it in connection with the Contemplated Transactions Transaction have not been been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities ActAct which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations and warranties as expressed herein. The Seller Shareholder understands that such shares of Public Company Common Stock will be “restricted securities” under applicable securities Lawslaws and that, pursuant to these laws, the Seller may be required to Shareholder must hold such shares indefinitely unless they are registered with the SEC Securities and Exchange Commission (the “SEC”) and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (b) The Seller Shareholder understands that the shares of Buyer Public Company Common Stock to be received by it in connection with the Contemplated Transactions Transaction may be notated with one or more of the following legends: (i) “THE SECURITIES SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY , AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT BE SOLD, PLEDGEDWITH A VIEW TO, OR TRANSFERRED IN CONNECTION WITH, THE ABSENCE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR A VALID EXEMPTION FROM IS NOT REQUIRED UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SECURITIES ACT OF SAID ACT1933.” (ii) any Any legend required by (x) applicable securities Laws laws to the extent such Laws laws are applicable to the shares of Buyer Common Stock Shares represented by the certificate, instrument, or book entry so legended or (y) the Ancillary Agreementslegended.

Restricted Securities; Legends. (a) The Seller understands Purchaser recognizes that the shares of Buyer Common Stock to Securities will not be received by the Seller in connection with the Contemplated Transactions have not been registered under the Securities Act, by reason of a specific exemption Act or other applicable state securities laws. Purchaser understands that the Securities it is purchasing are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the registration provisions of Company in a transaction not involving a public offering. Purchaser agrees not to sell or transfer the Securities Act. The Seller understands that under applicable securities Laws, the Seller may be required to hold unless such shares indefinitely unless they Securities are registered with under the SEC Securities Act and qualified by any other applicable state authoritiessecurities laws, or unless, to the reasonable satisfaction of Company’s counsel, an exemption from such registration and qualification requirements is available. (b) available therefor. The Seller understands that certificates evidencing the shares of Buyer Common Stock Securities may bear a legend substantially similar to be received by it in connection with the Contemplated Transactions may be notated with one or more of the following legends: (i) following: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED (THE “ACT”), AND SUCH SHARES SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGEDTRANSFERRED, PLEDGED OR TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR A VALID AN EXEMPTION FROM UNDER THE REGISTRATION ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHE RULES AND REGULATIONS THEREUNDER. (ii) any legend required by (x) applicable securities Laws to the extent such Laws are applicable to the shares of Buyer Common Stock represented by the certificate, instrument, or book entry so legended or (y) the Ancillary Agreements.