Securities Laws; Transfer Restrictions. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Shares under the Stockholders Agreement, dated as of June 1, 2011 (the “Stockholders Agreement”). The Purchaser understands that the certificate or certificates evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Stockholders Agreement, and that the Company will retain physical possession of the Shares as provided in the Stockholders Agreement.
Securities Laws; Transfer Restrictions. The Funding Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:
Securities Laws; Transfer Restrictions. Each Initial Purchaser represents and warrants that:
Securities Laws; Transfer Restrictions. The Agent and each of the Purchasers represents and warrants to the Issuer, as of the date hereof (or as of a subsequent date on which a successor or assign of any Purchaser shall become a party hereto), and agrees that:
Securities Laws; Transfer Restrictions. Transferee is acquiring the Subsidiary Shares for investment for his own account and has no present intention of distributing or selling the Subsidiary Shares. Transferee acknowledges that the Subsidiary Shares have not been registered under the Securities Act or any state securities laws and that Transferee may not resell or effect any other disposition of the Subsidiary Shares unless and until such time that the Subsidiary Shares have been registered under the 1933 Act and registered or qualified under applicable state securities laws or until Transferee has obtained an opinion of counsel that such sale or disposition is exempt from registration or qualification.
Securities Laws; Transfer Restrictions. (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of Holder, or to a constituent partner, limited partner, member (or retired partner, limited partner or member) of Holder or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Holder under this Agreement and the Investor Rights Agreement.
