Common use of Securities Laws; Legend Clause in Contracts

Securities Laws; Legend. (a) Each Seller represents and warrants that: (i) he understands that the shares of common stock of Buyer being issued pursuant to Section 1.03(a) have not been and will not be registered under the Securities Act of 1933, as amended (the "Act"), and it is the intention of the parties hereto that the issuance of such securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) he understands that the shares of common stock of Buyer being issued pursuant to Section 1.03(a) may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Act or an exemption from registration is available; (iii) he is acquiring the shares of common stock of Buyer being issued pursuant to Section 1.03(a) for investment for his own account and not with a view to the distribution thereof; (iv) he has, or together with his advisers, if any, have, such knowledge and experience in financial and business matters that he is, or the together with his advisers, if any, are, and will be capable of evaluating the merits and risks relating to his acquisition of shares of common stock pursuant to Section 1.03(a); (v) he has been given the opportunity to obtain information and documents relating to Buyer and to ask questions of and receive answers from representatives of Buyer concerning Buyer; and (vi) he is able to bear the economic risk of a total loss of value of his interest in Buyer. Sellers covenant that neither shall directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of common stock of Buyer obtained pursuant to Section 1.03(a) until after the first anniversary of the Closing Date and then only in compliance with the Act. (b) The certificates representing shares of common stock of Buyer issued pursuant to Section 1.03(a) shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any securities regulatory authority of any state, and may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of except in compliance with all applicable securities laws and except in accordance with the provisions of a Agreement of Purchase and Sale, a copy of which is available for inspection at the offices of the Company."

Securities Laws; Legend. (a) Each Seller represents The Stockholders represent and warrants warrant that: (i) he understands they understand that the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 have not been and will not be registered under the Securities Act of ---- 1933, as amended (the "Act"), and it is the intention of the parties hereto that the issuance of such securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) he understands they understand that that the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 may not be sold, transferred, assigned, ---- exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Act or an exemption from registration is available; (iii) he is they are acquiring the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 for investment for his their own account and not with a view to the ---- distribution thereof; (iv) he hasthey have, or together with his their advisers, if any, have, such knowledge and experience in financial and business matters that he isthey are, or the together with his their advisers, if any, are, and will be capable of evaluating the merits and risks relating to his their acquisition of shares of common stock pursuant to Section 1.03(a)1.03; (v) he has they have been given ---- the opportunity to obtain information and documents relating to Buyer ADS and to ask questions of and receive answers from representatives of Buyer ADS concerning BuyerBuyers; and (vi) he is they are able to bear the economic risk of a total loss of value of his their interest in BuyerBuyers. Sellers Stockholders covenant that they shall neither shall directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of common stock of Buyer ADS Stock obtained pursuant to Section 1.03(a) 1.03 until after the first anniversary of the Closing Date and then only in compliance with the Actsuch shares have been registered, or such sale, ---- transfer, assignment, exchange, pledge, encumbrance or other disposition is exempt from registration. (b) The certificates representing shares of common stock of Buyer ADS Stock issued pursuant to Section 1.03(a) 1.03 shall bear the following legend: ---- "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any securities regulatory authority of any state, and may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of except in compliance with all applicable securities laws and except in accordance with the provisions of pursuant to a Agreement of Purchase and Sale, a copy of which is available for inspection at the offices of the Companyregistration statement exemption therefrom."

Securities Laws; Legend. (a) Each Seller represents The Stockholders represent and warrants warrant that: (i) he understands they understand that the shares of common stock of Buyer ADS Common Stock being issued pursuant to Section 1.03(a) 1.03 have not been and will not be registered under the Securities Act of 1933, as amended (the "Act"), and it is the intention of the parties hereto that the issuance of such securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange CommissionSEC; (ii) he understands they understand that that the shares of common stock of Buyer ADS Common Stock being issued pursuant to Section 1.03(a) 1.03 may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Act or an exemption from registration is available; (iii) he is they are acquiring the shares of common stock of Buyer ADS Common Stock being issued pursuant to Section 1.03(a) 1.03 for investment for his their own account and not with a view to the distribution thereof; (iv) he hasthey have, or together with his their advisers, if any, have, such knowledge and experience in financial and business matters that he isthey are, or the together with his their advisers, if any, are, and will be capable of evaluating the merits and risks relating to his their acquisition of shares of common stock pursuant to Section 1.03(a)1.03; (v) he has they have been given the opportunity to obtain information and documents relating to Buyer ADS and to ask questions of and receive answers from representatives of Buyer ADS concerning BuyerBuyers; and (vi) he is they are able to bear the economic risk of a total loss of value of his their interest in BuyerBuyers. Sellers Stockholders covenant that they shall neither shall directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of common stock of Buyer ADS Common Stock obtained pursuant to Section 1.03(a) 1.03 until after the first anniversary of the Closing Date and then only in compliance with the Actsuch shares have been registered, or such sale, transfer, assignment, exchange, pledge, encumbrance or other disposition is exempt from registration. (b) The certificates representing shares of common stock of Buyer ADS Common Stock issued pursuant to Section 1.03(a) 1.03 shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any securities regulatory authority of any state, and may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of except in compliance with all applicable securities laws and except in accordance with the provisions of pursuant to a Agreement of Purchase and Sale, a copy of which is available for inspection at the offices of the Companyregistration statement or an exemption therefrom."

Securities Laws; Legend. (a) Each Seller represents The Stockholders represent and warrants warrant that: (i) he understands they understand that the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and it is the intention of the parties hereto that the issuance of such securities be exempt from registration under the Securities Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) he understands they understand that that the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Securities Act or an exemption from registration is available; (iii) he is they are acquiring the shares of common stock of Buyer ADS Stock being issued pursuant to Section 1.03(a) 1.03 for investment for his their own account and not with a view to the distribution thereof; (iv) he hasthey have, or together with his their advisers, if any, have, such knowledge and experience in financial and business matters that he isthey are, or the together with his their advisers, if any, are, and will be capable of evaluating the merits and risks relating to his their acquisition of shares of common stock ADS Stock pursuant to Section 1.03(a)1.03; (v) he has they have been given the opportunity to obtain information and documents relating to Buyer ADS and to ask questions of and receive answers from representatives of Buyer ADS concerning BuyerBuyers; and (vi) he is they are able to bear the economic risk of a total loss of value of his their interest in BuyerBuyers. Sellers The Stockholders covenant that they shall neither shall directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of common stock of Buyer ADS Stock obtained pursuant to Section 1.03(a) 1.03 until after the first anniversary of the Closing Date and then only in compliance with the Actsuch shares have been registered, or such sale, transfer, assignment, exchange, pledge, encumbrance or other disposition is exempt from registration. (b) The certificates representing shares of common stock of Buyer ADS Stock issued pursuant to Section 1.03(a) 1.03 shall bear the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any securities regulatory authority of any state, and may not be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of except in compliance with all applicable securities laws and except in accordance with the provisions of pursuant to a Agreement of Purchase and Sale, a copy of which is available for inspection at the offices of the Companyregistration statement exemption therefrom."