Common use of Securities Act Matters Clause in Contracts

Securities Act Matters. The Stockholders acknowledge and agree that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize and acknowledge that such claims of exemption are based, in part, upon the Stockholders' representations contained in the Acquisition Agreement and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge that, because the issuance of the Shares was not registered under federal and state laws, the Shares are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize and acknowledge that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize and acknowledge that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, which may not be available for resale of the Shares. The Stockholders recognize and acknowledge that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Stockholder acknowledges and agree agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' Stockholder's representations contained in the Acquisition Agreement and in each Stockholder's New Owner Questionnairethis Agreement. The Stockholders Stockholder further recognize recognizes and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Shareholder acknowledges and agree agrees that ---------------------- the Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Shareholder's representations contained in the Acquisition Agreement this Agreement. Each Shareholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the Shares, and the Stockholders recognize each Shareholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Stockholder acknowledges and agree agrees that the Shares shares of Registrable Stock have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Stockholder’s representations contained in the Acquisition Agreement Letter of Transmittal and in each Stockholder's New Owner Stockholder Questionnaire. The Stockholders Each Stockholder further recognize recognizes and acknowledge that, because acknowledges that the issuance shares of the Shares was not registered under federal and state laws, the Shares are not presently eligible for public resale, and Registrable Stock may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that Rule 144 as promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the SharesRegistrable Stock, and the Stockholders recognize each Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, which may not be available for resale of the Shares. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement and the Merger Agreement, the Company Buyer is under no obligation to register the SharesRegistrable Stock, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Shareholder acknowledges and agree agrees ---------------------- that the Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Shareholder's representations contained in the Acquisition Agreement this Agreement. Each Shareholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the Shares, and the Stockholders recognize each Shareholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Stockholder acknowledges and agree agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' Stockholder's representations contained in the Acquisition Agreement and in each the Stockholder's New Owner Questionnaire. The Stockholders Stockholder further recognize recognizes and acknowledge acknowledges that, because the issuance of the Shares was not registered under federal and state laws, the Shares are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, which may not be available for resale of the Shares. The Stockholders recognize Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders You acknowledge and agree that the Common Shares to be issued to you have not been (and at the time of acquisition by you, will not have been) registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders You recognize and acknowledge that such claims of exemption are based, in part, upon the Stockholders' your representations contained in the Acquisition Agreement and in each Stockholder's New Owner Questionnairethis Agreement. The Stockholders You further recognize and acknowledge that, because the issuance of the Common Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders You recognize and acknowledge that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to you for resale of the Common Shares, and the Stockholders you recognize and acknowledge that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the SharesCommon Shares by you. The Stockholders You recognize and acknowledge that, except as set forth in this Agreement, the Company is under no obligation to register the Common Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. 2.4.1 The Stockholders acknowledge Seller acknowledges and agree agrees that the Shares have not been registered under the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder (collectively, the "Securities Act") or under the securities laws of any statestate in the United States, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Seller further recognizes and acknowledge that such claims of exemption are based, in part, upon the Stockholders' representations contained in the Acquisition Agreement and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the said Shares was have not registered under federal and state lawsbeen registered, the Shares are not presently eligible for public resale, and they may only be resold in the future resold, assigned, transferred, pledged or otherwise disposed of pursuant to an effective registration statement under the Securities Act and any applicable state securities lawsAct, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Seller recognizes and acknowledge acknowledges that Rule 144 promulgated under the Securities Act ("Rule 144") (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize Seller recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize and acknowledge that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any stateare currently available.

Securities Act Matters. The Stockholders acknowledge Each Stockholder acknowledges and agree agrees that ---------------------- the Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Stockholder's representations contained in the Acquisition Agreement this Agreement. Each Stockholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the Shares, and the Stockholders recognize each Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Stockholder acknowledges and agree agrees that ---------------------- the Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Stockholder's representations contained in the Acquisition Agreement this Agreement. Each Stockholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize each Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Holder acknowledges and agree agrees that the Common Shares to be issued to Holder have not been (and at the time of acquisition by Holder, will not have been) registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Holder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Holder's representations contained in the Acquisition Agreement this Agreement. Holder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Common Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold sold in the future only pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Holder recognizes and acknowledge acknowledges that Rule 144 promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available to Holder for resale of the Common Shares, and the Stockholders recognize Holder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the SharesCommon Shares by Holder. The Stockholders recognize Holder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Common Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Each Stockholder acknowledges and agree agrees that the Shares have not been registered under the Securities Act or under the securities laws of any state, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Stockholder's representations contained in the Acquisition Agreement this Agreement. Each Stockholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that Rule 144 or any other exemption promulgated under the Securities Act (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) is not now available for resale of the Shares, and the Stockholders recognize each Stockholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144144 or any other exemption under the Securities Act, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Stockholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any state.

Securities Act Matters. The Stockholders acknowledge Shareholder acknowledges and agree agrees that the Shares and if applicable, the Earnout Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Shareholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Shareholder’s representations contained in the Acquisition Agreement this Agreement. Shareholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of Shares and if applicable, the Earnout Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements. The Stockholders recognize Shareholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the Shares, and the Stockholders recognize Shareholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Shareholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares and if applicable the Earnout Shares, either pursuant to the Securities Act or the securities laws of any statestate or jurisdiction.

Securities Act Matters. The Stockholders acknowledge Each Shareholder acknowledges and agree agrees that the Shares have not been registered under the Securities Act or under the securities laws of any statestate or foreign jurisdiction, in reliance upon certain exemptive provisions of such statutes. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that such claims of exemption are based, in part, upon the Stockholders' each Shareholder’s representations contained in the Acquisition Agreement this Agreement. Each Shareholder further recognizes and in each Stockholder's New Owner Questionnaire. The Stockholders further recognize and acknowledge acknowledges that, because the issuance of the Shares was not registered are unregistered under federal and state laws, the Shares they are not presently eligible for public resale, and may only be resold in the future pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements, or in compliance with the ISL. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that Rule 144 (which facilitates routine sales of securities in accordance with the terms and conditions of that Rule, including a holding period requirement) or any other exemption promulgated under the Securities Act is not now available for resale of the Shares, and the Stockholders recognize each Shareholder recognizes and acknowledge acknowledges that, in the absence of the availability of Rule 144, a sale pursuant to a claim of exemption from registration under the Securities Act would require compliance with some other exemption under the Securities Act, none of which may not be available for resale of the Shares. The Stockholders recognize Each Shareholder recognizes and acknowledge acknowledges that, except as set forth in this Agreement, the Company is under no obligation to register the Shares, either pursuant to the Securities Act or the securities laws of any statestate or jurisdiction.