Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. The Bonus Shares have been offered to you pursuant to Rule 701 under the Securities Act. You represent and warrant that any Bonus Shares issued to you hereunder shall be acquired by you for your own account and not on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Bonus Shares unless your offer, sale or other disposition thereof is registered under the Securities Act, and state securities laws or, in the opinion of Parent’s counsel, such Transfer or offer is exempt from registration thereunder. You shall not Transfer or offer to Transfer any Bonus Shares in any manner which would: (i) require Parent to file any registration statement (or similar filing under state law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause Parent to violate the Securities Act, the rules and regulations promulgated thereunder or any other state or federal law. You further understand that the certificates for any Bonus Shares will bear the legend set forth in paragraph 3(e) above or such other legends as Parent deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws.