Common use of Securities Act Covenants and Representations Clause in Contracts

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Parent as follows: (a) Such Stockholder understands that, to the extent such Stockholder is considered an "affiliate" of the Company at the time the Merger Agreement is submitted for a vote of the stockholders of the Company or for action by written consent of stockholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its Affiliates of any Parent Common Shares received by such Person in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Parent Common Shares to be sold by such Person, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Each Stockholder agrees not to, or permit any of its Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met. (b) Such Stockholder also understands that stop transfer instructions will be given to Parent's transfer agents with respect to the Parent Common Shares, and that a legend will be placed on the certificates for the Parent Common Shares, issued to such Stockholder, or any substitutions therefor to reflect the restrictions referred to in Sections 2(a) and 3 hereof on such Stockholder's ability to sell Parent Common Shares.

Securities Act Covenants and Representations. In --------------------------------------------- addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Parent as follows: (a) Such Stockholder understands that, to the extent such Stockholder is considered an "affiliate" of the Company at the time the Merger Agreement is submitted for a vote of the stockholders of the Company or for action by written consent of stockholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its Affiliates of any Parent Common Shares received by such Person in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Parent Common Shares to be sold by such Person, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Each Stockholder agrees not to, or permit any of its Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met. (b) Such Stockholder also understands that stop transfer instructions will be given to Parent's transfer agents with respect to the Parent Common Shares, and that a legend will be placed on the certificates for the Parent Common Shares, issued to such Stockholder, or any substitutions therefor to reflect the restrictions referred to in Sections 2(a) and 3 hereof on such Stockholder's ability to sell Parent Common Shares.

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Parent as follows: (a) Such Stockholder understands that, to the extent such Stockholder is considered an "affiliate" of the Company at the time the Merger Agreement is submitted for a vote of the stockholders shareholders of the Company or for action by written consent of stockholders shareholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its Affiliates of any Parent Class A Common Shares Stock received by such Person Stockholder in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Parent Class A Common Shares Stock to be sold by such PersonStockholder, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Each Stockholder agrees not to, or permit any of its Affiliates to, to make any Restricted Sale unless the conditions of clause (i), (ii) ), or (iii) are met. (b) Such Stockholder also understands that stop transfer instructions will be given to Parent's transfer agents agent with respect to the Parent Class A Common Shares, Stock and that a legend will be placed on the certificates for the Parent Class A Common SharesStock, issued to such Stockholder, or any substitutions therefor to reflect the restrictions referred to in Sections 2(aSection 2 (a) and 3 hereof on such Stockholder's ability to sell Parent Class A Common SharesStock.

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Parent as follows: (a) Such Stockholder understands that, to the extent such Stockholder is considered an "affiliate" of the Company at the time the Merger Agreement is submitted for a vote of the stockholders shareholders of the Company or for action by written consent of stockholders shareholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its Affiliates of any Parent Class A Common Shares Stock received by such Person Stockholder in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Parent Class A Common Shares Stock to be sold by such PersonStockholder, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Each Stockholder agrees not to, or permit any of its Affiliates to, to make any Restricted Sale unless the conditions of clause (i), (ii) ), or (iii) are met. (b) Such Stockholder also understands that stop transfer instructions will be given to Parent's transfer agents agent with respect to the Parent Class A Common Shares, Stock and that a legend will be placed on the certificates for the Parent Class A Common SharesStock, issued to such Stockholder, or any substitutions therefor to reflect the restrictions referred to in Sections 2(ain Section 2 (a) and 3 hereof on such Stockholder's ability to sell Parent Class A Common SharesStock.