Common use of Securities Act Matters Clause in Contracts

Securities Act Matters. As of the date hereof, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares voting power with respect to the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event ("Disqualifying Event") that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Company's use of the Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. The Subscriber acknowledges that, at the discretion of the Adviser, such remedies may include the waiver of all or a portion of the Subscriber's voting power in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor any Beneficial Owner has become subject to a Disqualifying Event at any time after the date hereof.

Securities Act Matters. As You acknowledge and agree that the Sipex Common ---------------------- Stock to be issued to you has not been (and at the time of acquisition by you, will not have been) registered under the date hereofSecurities Act of 1933, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise hasas amended, or shares voting power with respect to any similar federal statute, and the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) rules and regulations of the Securities Act or any proceeding or event that could result in any such disqualifying event and Exchange Commission thereunder (collectively, the "Disqualifying EventSecurities Act") that would either require disclosure or under the -------------- securities laws of any state, in reliance upon certain exemptive provisions of Rule 506(e) such statutes, and have not been registered under or qualified under the securities or other laws of any other jurisdiction. You recognize and acknowledge that such claims of exemption are based, in part, upon your representations contained in this Agreement. You further recognize and acknowledge that, because the Sipex Common Stock is not registered under federal and state laws, it is not presently eligible for public resale, and may only be resold, assigned, transferred, pledged or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or result pursuant to a valid exemption from such registration requirements. You recognize and acknowledge that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in disqualification under Rule 506(d)(1accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to you for resale of the Company's use Sipex Common Stock, and you recognize and acknowledge that, in the absence of the availability of Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject 144, a sale pursuant to a Disqualifying Event at any time after claim of exemption from registration under the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate Securities Act would require compliance with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 some other exemption under the Securities Act, none of which may be available for resale or other disposition of the Sipex Common Stock by you. The Subscriber acknowledges You recognize and acknowledge that, except as set forth in a Registration Rights Agreement being executed in connection with this Agreement, Sipex is under no obligation to register the Sipex Common Stock, either pursuant to the Securities Act or the securities laws of any state or to supply the information which may be necessary to enable you to sell the Sipex Common Stock. You agree that Sipex, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to the discretion certificates representing your shares of the AdviserSipex Common Stock, and may place legends on such remedies may include the waiver of all or a portion of the Subscriber's voting power in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor certificates reflecting any Beneficial Owner has become subject to a Disqualifying Event at any time after the date hereofapplicable restrictions on transfer.

Securities Act Matters. As You acknowledge and agree that the Delano Common Stock to be issued to you has not been (and at the time of acquisition by you, will not have been) registered under the date hereofSecurities Act of 1933, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise hasas amended, or shares voting power with respect to any similar federal statute, and the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) rules and regulations of the Securities Act or any proceeding or event that could result in any such disqualifying event and Exchange Commission thereunder (collectively, the "Disqualifying EventSECURITIES ACT") that would either require disclosure or under the securities laws of any state, in reliance upon certain exemptive provisions of Rule 506(e) such statutes, and have not been registered under or qualified under the securities or other laws of any other jurisdiction. You recognize and acknowledge that such claims of exemption are based, in part, upon your representations contained in this Agreement. You further recognize and acknowledge that, because the Delano Common Stock is not registered under federal and state laws, it is not presently eligible for public resale, and may only be resold, assigned, transferred, pledged or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or result pursuant to a valid exemption from such registration requirements. You recognize and acknowledge that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in disqualification under Rule 506(d)(1accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to you for resale of the Company's use Delano Common Stock, and you recognize and acknowledge that, in the absence of the availability of Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject 144, a sale pursuant to a Disqualifying Event at any time after claim of exemption from registration under the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate Securities Act would require compliance with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 some other exemption under the Securities Act, none of which may be available for resale or other disposition of the Delano Common Stock by you. The Subscriber acknowledges You recognize and acknowledge that, except as set forth in a Registration Rights Agreement being executed in connection with this Agreement, Delano is under no obligation to register the Delano Common Stock, either pursuant to the Securities Act or the securities laws of any state or to supply the information which may be necessary to enable you to sell the Delano Common Stock. You agree that Delano, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to the discretion certificates representing your shares of the AdviserDelano Common Stock, and may place legends on such remedies may include the waiver of all or a portion of the Subscriber's voting power in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor certificates reflecting any Beneficial Owner has become subject to a Disqualifying Event at any time after the date hereofapplicable restrictions on transfer.

Securities Act Matters. As You acknowledge and agree that the TranSwitch ---------------------- Common Stock to be issued to you has not been (and at the time of acquisition by you, will not have been) registered under the date hereofSecurities Act of 1933, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise hasas amended, or shares voting power with respect to any similar federal statute, and the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) rules and regulations of the Securities Act and Exchange Commission thereunder (collectively, the "Securities ---------- Act"), or any proceeding or event that could result in any such disqualifying event ("Disqualifying Event") that would either require disclosure under the securities laws of any state, in reliance upon certain --- exemptive provisions of Rule 506(e) such statutes, and has not been registered under or qualified under the securities or other laws of any other jurisdiction. You recognize and acknowledge that such claims of exemption are based, in part, upon your representations contained in this Agreement. You further recognize and acknowledge that, because the TranSwitch Common Stock is not registered under federal and state laws, it is not presently eligible for public resale and may only be resold, assigned, transferred, pledged or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or result pursuant to a valid exemption from such registration requirements. You recognize and acknowledge that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in disqualification under Rule 506(d)(1accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to you for resale of the Company's use TranSwitch Common Stock, and you recognize and acknowledge that, in the absence of the availability of Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject 144, a sale pursuant to a Disqualifying Event at any time after claim of exemption from registration under the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate Securities Act would require compliance with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 some other exemption under the Securities Act, none of which may be available for resale or other disposition of the TranSwitch Common Stock by you. The Subscriber acknowledges You recognize and acknowledge that, except as set forth in a Registration Rights Agreement being executed in connection with this Agreement, TranSwitch is under no obligation to register the TranSwitch Common Stock, either pursuant to the Securities Act or the securities laws of any state or to supply the information which may be necessary to enable you to sell the TranSwitch Common Stock. You agree that TranSwitch, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to the discretion certificates representing your shares of the Adviser, TranSwitch Common Stock and may place legends on such remedies may include the waiver of all or a portion of the Subscriber's voting power certificates in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor any Beneficial Owner has become subject to a Disqualifying Event at any time after the date form provided in Section 2 hereof.

Securities Act Matters. As You acknowledge and agree that the Parent Common Stock to be issued to you has not been (and at the time of acquisition by you, will not have been) registered under the date hereofSecurities Act of 1933, neither the Subscriber nor any other person that, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise hasas amended, or shares voting power with respect to any similar federal statute, and the Shares, which includes the power to vote, or to direct the vote, with respect to the Shares, or investment power over the Shares, which includes the power to dispose of, or direct the disposition of, Shares (a "Beneficial Owner")1 has been or is subject to any conviction, order, judgment, decree, suspension, expulsion, bar or other event specified in Rule 506(d)(1) rules and regulations of the Securities Act or any proceeding or event that could result in any such disqualifying event and Exchange Commission thereunder (collectively, the "Disqualifying EventSECURITIES ACT") that would either require disclosure or under the securities laws of any state, in reliance upon certain exemptive provisions of Rule 506(e) such statutes, and have not been registered under or qualified under the securities or other laws of any other jurisdiction. You recognize and acknowledge that such claims of exemption are based, in part, upon your representations contained in this Agreement. You further recognize and acknowledge that, because the Parent Common Stock is not registered under federal and state laws, it is not presently eligible for public resale, and may only be resold, assigned, transferred, pledged or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or result pursuant to a valid exemption from such registration requirements. You recognize and acknowledge that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in disqualification under Rule 506(d)(1accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to you for resale of the Company's use Parent Common Stock, and you recognize and acknowledge that, in the absence of the availability of Rule 506 exemption. The Subscriber will notify the Adviser in writing as soon as reasonably practicable if the Subscriber or any Beneficial Owner becomes subject 144, a sale pursuant to a Disqualifying Event at any time after claim of exemption from registration under the date hereof while it holds the Shares. In the event that the Subscriber or a Beneficial Owner becomes subject to a Disqualifying Event at any time after the date hereof, the Subscriber agrees and covenants to use its best efforts to coordinate Securities Act would require compliance with the Adviser to (i) provide documentation as requested by the Adviser related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber's and/or such Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Company's or its Affiliates' ongoing and/or future reliance on the Rule 506 some other exemption under the Securities Act, none of which may be available for resale or other disposition of the Parent Common Stock by you. The Subscriber acknowledges thatYou recognize and acknowledge that Parent is under no obligation to register the Parent Common Stock, either pursuant to the Securities Act or the securities laws of any state or to supply the information which may be necessary to enable you to sell the Parent Common Stock. You agree that Parent, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to the discretion certificates representing your shares of the AdviserParent Common Stock, and may place legends on such remedies may include the waiver of all or a portion of the Subscriber's voting power in the Company and/or the Subscriber's withdrawal from the Company through a Transfer of its Shares. The Subscriber also acknowledges that the Adviser may periodically request assurance that neither the Subscriber nor certificates reflecting any Beneficial Owner has become subject to a Disqualifying Event at any time after the date hereofapplicable restrictions on transfer.