Common use of Transfer and Registration Rights Clause in Contracts

Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that, except in connection with the Exchange, it will not sell, assign, transfer or otherwise dispose of any of the Common Shares or the Public Company Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Shares and ultimately Public Company Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that neither of such securities have been registered under the Securities Act or State Acts and further realizes that such securities cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. 5.2 Neither the Common Shares or the Public Company Shares issued pursuant to this Agreement may be transferred except in a transaction which is in compliance with the Securities Act and State Acts.