Common use of Status of Units to be Issued Clause in Contracts

Status of Units to be Issued. Each Shareholder agrees, acknowledges and confirms that he has been advised and understands as follows: 12.2.1 Each Shareholder is acquiring the Purchase Price Units to be issued to it for his own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for either Shareholder (which opinion shall be satisfactory in form and substance to Rio Vista), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or “blue sky” laws. Each Shareholder acknowledges the Purchase Price Units are “restricted securities” within the meaning of Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws and thereafter must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Shareholder is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. (i) Paragraph 12.2.4 of the Agreement is deleted in its entirety and the following is substituted therefor:

Status of Units to be Issued. Each Shareholder Seller agrees, acknowledges and confirms that he or she has been advised and understands as follows: 12.2.1 Each Shareholder Seller is acquiring the Purchase Price Units to be issued to it for his its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for either Shareholder Seller (which opinion shall be satisfactory in form and substance to Rio Vista), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities or “blue sky” laws. Each Shareholder Seller acknowledges the Purchase Price Units are “restricted securities” within the meaning of Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws and thereafter must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each Shareholder is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. (i) J. Paragraph 12.2.4 of the Agreement is deleted in its entirety and the following is substituted thereforprovides as follows: