Common use of Securities Act of 1933 Matters Clause in Contracts

Securities Act of 1933 Matters. (a) The Shareholder is acquiring the Stock Consideration under this Agreement for his own account and not with a view to any distribution thereof in violation of the Securities Act of 1933 or any state securities Laws. The Shareholder acknowledges and agrees that the Parent Common Stock acquired by him pursuant to this Agreement has not been and will not be registered under the Securities Act of 1933 (or any state or foreign securities Laws), except to the extent such registration may be effected pursuant to Sections 8.7 and 8.8 hereof, and may not be transferred in the absence of a registration under the Securities Act of 1933, an exemption exists from registration requirements, or an opinion of counsel reasonably satisfactory to Parent is received stating that such transaction is not subject to the registration and/or prospectus delivery requirements of any applicable jurisdiction. (1) The Shareholder (i) has had an opportunity to discuss Parent's business, management and financial affairs with Parent's management and to conduct a complete business, legal and technical due diligence to the Shareholder's satisfaction and (ii) has sufficient knowledge and experience in investing in companies similar to Parent so as to be able to evaluate the risks and merits of an investment in Parent and/or (2) (i) the Shareholder either has a preexisting personal or business relationship with the Parent or any of its officers, directors, or controlling persons, or by reason of his business or financial experience has the capacity to protect his own business interests in connection with the Merger, (ii) the Shareholder is purchasing for his own account and not with a view to or for sale in connection with any distribution of the Stock Consideration, and (iii) the offer and sale of the Stock Consideration is not being accomplished by the publication of any advertisement. (c) The certificate representing the Stock Consideration delivered pursuant to this Agreement will contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, ANY SUCCESSOR LAW, THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES AND ITS TERRITORIES, POSSESSIONS OR THE SECURITIES LAWS OF ANY FOREIGN JURISDICTION. THESE SECURITIES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NATIONAL TECHNICAL SYSTEMS, INC. IS RECEIVED STATING THAT SUCH TRANSACTION IS NOT SUBJECT TO THE REGISTRATION AND/OR PROSPECTUS DELIVERY REQUIREMENTS OF ANY SUCH JURISDICTION.

Securities Act of 1933 Matters. (a) The Shareholder is acquiring the Parent Common Stock Consideration under this Agreement for his or its own account and not with a view to any distribution thereof in violation of the Securities Act of 1933 or any state securities Laws. The Shareholder acknowledges and agrees that the Parent Common Stock acquired by him or it pursuant to this Agreement has not been and will not be registered under the Securities Act of 1933 (or any state or foreign securities Laws), except to the extent such registration may be effected pursuant to Sections 8.7 and 8.8 hereof, and may not be transferred in the absence of a registration under the Securities Act of 1933, an exemption exists from registration requirements, 1933 or unless an opinion of counsel reasonably satisfactory to Parent is received stating that such transaction is not subject to the registration and/or prospectus delivery requirements of any applicable jurisdiction. (1b) The Shareholder (i) has had an opportunity to discuss Parent's ’s business, management and financial affairs with Parent's ’s management and to conduct a complete business, legal and technical due diligence to the Shareholder's ’s satisfaction and (ii) has sufficient knowledge and experience in investing in companies similar to Parent so as to be able to evaluate the risks and merits of an investment in Parent and/or (2) (i) the Shareholder either has a preexisting personal or business relationship with the Parent or any of its officers, directors, or controlling persons, or by reason of his business or financial experience has the capacity to protect his own business interests in connection with the Merger, (ii) the Shareholder is purchasing for his own account and not with a view to or for sale in connection with any distribution of the Stock Consideration, and (iii) the offer and sale of the Stock Consideration is not being accomplished by the publication of any advertisementParent. (c) The certificate representing the Parent Common Stock Consideration delivered pursuant to this Agreement will contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, ANY SUCCESSOR LAW, THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES AND ITS TERRITORIES, POSSESSIONS OR THE SECURITIES LAWS OF ANY FOREIGN JURISDICTION. THESE SECURITIES MAY NOT BE RE-OFFEREDREOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NATIONAL TECHNICAL SYSTEMS, INC. IS RECEIVED STATING THAT SUCH TRANSACTION IS NOT SUBJECT TO THE REGISTRATION AND/OR PROSPECTUS DELIVERY REQUIREMENTS OF ANY SUCH JURISDICTION.