Common use of STOCK REPRESENTATIONS Clause in Contracts

STOCK REPRESENTATIONS. CTI (i) intends to acquire the shares of Convergent Stock solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11; (ii) understands and acknowledges that the sale of such shares of Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the Convergent Stock.

STOCK REPRESENTATIONS. CTI SONeTech (i) intends to acquire the shares of Convergent Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11same; (ii) understands and acknowledges that the sale of such shares of Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent Stock being acquired pursuant to this Agreement constitute "restricted constitutes Arestricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock which will be acquired by SONeTech under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the Convergent Stock.

STOCK REPRESENTATIONS. CTI CCSI (i) intends to acquire the shares of Convergent SIGMACOM Stock solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11same; (ii) understands and acknowledges that the sale of such shares of Convergent SIGMACOM Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent SIGMACOM Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent SIGMACOM Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent SIGMACOM Stock will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by ConvergentSIGMACOM's transfer agent restricting the transferability of the Convergent SIGMACOM Stock.

STOCK REPRESENTATIONS. CTI SIGMACOM (i) intends to acquire the shares of Convergent Stock solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.114.12; (ii) understands and acknowledges that the sale of such shares of Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the Convergent Stock.

STOCK REPRESENTATIONS. CTI IEC (i) intends to acquire the shares of Convergent Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with same, other than as contemplated by this Section 4.11Agreement; (ii) understands and acknowledges that the sale issuance of such shares of the Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the shares of Convergent Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock which will be issued to IEC under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the Convergent Stockshares.

STOCK REPRESENTATIONS. CTI Fox (i) intends to acquire the shares of Convergent Indiginet Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11same; (ii) understands and acknowledges that the sale of such shares of Convergent Indiginet Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent Indiginet Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it he will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Indiginet Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Indiginet Stock which will be acquired by Fox under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by ConvergentIndiginet's transfer agent restricting the transferability of the Convergent Stockeach shares.

STOCK REPRESENTATIONS. CTI PEAK COMM (i) intends to acquire the shares of Convergent Stock solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11; (ii) understands and acknowledges that the sale of such shares of Convergent Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent Stock will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by Convergent's transfer agent restricting the transferability of the Convergent Stock.

STOCK REPRESENTATIONS. CTI Schlepphorst (i) intends to acquire the shares of Convergent CCI Stock pursuant to Section 1 hereof solely for the purpose of investment and not for the resale and distribution thereof, and has no present intention to offer, sell, pledge, hypothecate, assign or otherwise dispose of the same except in accordance with this Section 4.11same; (ii) understands and acknowledges that the sale of such shares of Convergent CCI Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Convergent CCI Stock being acquired pursuant to this Agreement constitute "restricted securities" as that term is defined under Rule 144 promulgated under the Securities Act and may not be sold except pursuant to a registration statement under the Securities Act or pursuant to an exemption available under federal and applicable state Securities laws, and such shares may be required to be held indefinitely unless the shares are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) agrees that it he will not offer, sell, pledge, hypothecate, transfer, assign or otherwise dispose of any such shares of Convergent CCI Stock unless such shares and such offer, pledge, hypothecation, transfer, assignment or other disposition shall be registered or exempt from registration under the Securities Act and shall comply with all applicable federal and state securities laws, and (iv) agrees and acknowledges that the stock certificates representing the shares of Convergent CCI Stock which will be acquired by Schlepphorst under this Agreement will contain a legend restricting the transferability of the shares as provided herein and that stop order instructions may be imposed by ConvergentCCI's transfer agent restricting the transferability of the Convergent Stockeach shares.