Common use of The Acquisition of Parent Common Stock Clause in Contracts

The Acquisition of Parent Common Stock. The Parent and IPS acknowledge and agree that the consummation of this Agreement including the issuance of the Parent Common Stock in exchange for IPS Interests as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Parent and IPS agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each of the Equity-Holders shall execute and deliver to the Parent the Investment Representation Letter in substantially the form of Exhibit D attached hereto. (b) In connection with the transactions contemplated by this Agreement, the Parent and IPS shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the States where the Equity-Holders are domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, IPS, the Equity-Holders and the Parent shall execute and deliver to the other, at or prior to the Closing Date, such further letters of representation, acknowledgment, suitability, or the like as IPS, the Equity-Holders or the Parent and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties.

The Acquisition of Parent Common Stock. The Parent and IPS acknowledge Tonner understand and agree that the consummation of this Agreement including the issuance of the Parent Common Stock Shares to Tonner’s stockholders in exchange for IPS Interests the Tonner Shares as contemplated hereby hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. The Parent and IPS Tonner agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, statutes which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each stockholder of the Equity-Holders Tonner shall execute and deliver to the Parent the Investment Representation Letter an investment representation letter in substantially the same form of as that attached hereto as Exhibit D attached hereto.“B.” (b) In connection with the transactions transaction contemplated by this Agreement, the Tonner and Parent and IPS shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the States states where the Equity-Holders are domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictionsstockholders of Tonner reside, all to the extent and in the manner as may be deemed by such parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, IPSTonner, the Equity-Holders stockholders of Tonner, and the Parent shall execute and deliver to the other, at or prior to the Closing DateClosing, such further letters of representation, acknowledgment, suitability, or the like as IPS, the Equity-Holders Parent or the Parent Tonner and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties.

The Acquisition of Parent Common Stock. The Parent and IPS TGOG acknowledge and agree that the consummation of this Agreement including the issuance of the shares of Parent Common Stock in exchange for IPS Interests the TGOG Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act of 1933 and applicable state statutes. The Parent and IPS TGOG agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each of the Equity-Holders shall execute and deliver to the Parent the Investment Representation Letter in substantially the form of Exhibit D C attached hereto. (b) In connection with the transactions contemplated by this Agreement, the Parent and IPS TGOG shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the States where the Equity-Holders are domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties Parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, IPSTGOG, the Equity-Holders and the Parent shall execute and deliver to the other, at or prior to the First Closing Date, such further letters of representation, acknowledgment, suitability, or the like as IPSTGOG, the Equity-Holders or the Parent and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various partiesParties.

The Acquisition of Parent Common Stock. The Parent and IPS WCC acknowledge and agree that the consummation of this Agreement including the issuance of the shares of Parent Common Stock in exchange for IPS Interests the WCC Shares as contemplated hereby constitutes the offer and sale of securities under the Securities Act of 1933 and applicable state statutes. The Parent and IPS WCC agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes, which depend, among other items, on the circumstances under which such securities are acquired. (a) In order to provide documentation for reliance upon the exemptions from the registration and prospectus delivery requirements for such transactions, each of the Equity-Holders Holder shall execute and deliver to the Parent the Investment Representation Letter in substantially the form of Exhibit D C attached hereto. (b) In connection with the transactions contemplated by this Agreement, the Parent and IPS WCC shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the States where the Equity-Holders are Holder is domiciled or are otherwise required to file such notices, applications, reports or other instruments unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties Parties to be appropriate. (c) In order to more fully document reliance on the exemptions as provided herein, IPSWCC, the Equity-Holders Holder and the Parent shall execute and deliver to the other, at or prior to the Closing Date, such further letters of representation, acknowledgment, suitability, or the like as IPSWCC, the Equity-Holders Holder or the Parent and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws. (d) The Equity-Holders acknowledge Holder acknowledges that the basis for relying on exemptions from registration registration, or qualifications are is factual, depending on the conduct of the various partiesParties.